EXHIBIT 99.5


                   MSH SUPERMARKETS HOLDING CORP.

May 26, 2006

Special Committee of
  the Board of Directors of
  Marsh Supermarkets, Inc.

Ladies and Gentlemen:

We are in receipt of the correspondence of May 22, 2006 (the "Letter"), from
Drawbridge Special Opportunities Advisors LLC and Cardinal Paragon, Inc.
(collectively, the "Cardinal Group") to the Board of Directors (the "Board") of
Marsh Supermarkets, Inc. ("Marsh") with the subject "Request for Consent."

We strongly disagree with the Cardinal Group's contention that Marsh has the
right to entertain any overture by the Cardinal Group concerning a potential
merger, regardless of whether it is cast as a merger proposal or merely a
request that Marsh consent to the submission of one (there being no meaningful
difference between the two).

As you know, on March 13, 2006, the Cardinal Group executed a standstill
agreement ("Standstill Agreement") in which it agreed that, absent Marsh's
advance written consent, it would refrain for a two year period from making any
offer to acquire an interest in Marsh. (Standstill Agreement, clause (a)). The
Cardinal Group also explicitly agreed that it would not under any circumstances
ask to be freed from this prohibition. (Id., clause (e)). As did Sun Capital
Partners Group IV, Inc. ("Sun") and over 30 other prospective bidders, the
Cardinal Group voluntarily bound itself to this and other restrictions in
exchange for the right to participate in the auction process established by the
Special Committee.

During the auction process, the Cardinal Group had every right and opportunity
actively to pursue a merger with Marsh, including by submitting the same
proposal it is now asking Marsh to consider. For reasons unknown to us, however,
the Cardinal Group failed to engage seriously in the auction process, while Sun,
however, having played by the rules of the auction, emerged from the process
with a fully diligenced offer with a fully negotiated merger agreement, no
financing contingency and significant capital commitments, an offer that the
Board and the Special Committee agreed was the superior bid. Under these
circumstances, it would be fundamentally unfair to allow the Cardinal Group to
reopen the bidding process with an untimely and quite possibly illusory offer
and, as further discussed below, would subject the Company to unacceptable
operational risk and potentially jeopardize the conclusion of any transaction at
all.

The unfairness and unacceptable risk of the Cardinal Group's untimely overture
aside, its request that Marsh consider its merger proposal is a clear breach of
its obligations under clause (e) of the Standstill Agreement. Moreover, because
the Cardinal Group accompanied its request with the



essential terms of its proposal, the communication is, in substance, a
conditional merger proposal and therefore a separate and distinct breach of
clause (a) of the Standstill Agreement.

We remind you that, in Section 5.1(n) of the Agreement and Plan of Merger dated
as of May 2, 2006 (the "Merger Agreement"), Marsh expressly agreed that it would
not "fail to enforce any provision of any ... standstill agreement ... to which
it is a party." At the time the Merger Agreement was executed, Marsh clearly
understood this to mean that it could not, without the consent of MSH
Supermarkets Holding Corp. ("MSH"), directly or indirectly permit the Cardinal
Group (or any other signatory to a standstill agreement) to submit, or seek
Marsh's consent to submit, a competing merger proposal. MSH has not consented to
a waiver by Marsh of the prohibitions imposed on the Cardinal Group by the
Standstill Agreement (although we may be willing to do so, solely on the terms
outlined below). Absent Marsh's acceptance of and compliance with each and all
of our terms, we demand that the Board and Marsh comply with all of the
obligations under Section 5.1(n) of the Merger Agreement and take any and all
actions necessary to enforce said clauses (a) and (e) of the Standstill
Agreement.

In the Letter, the Cardinal Group argues that the Board's fiduciary duties
somehow trump the Company's clear contractual obligation under Section 5.1(n);
this argument, however, is deeply flawed. Indiana law admits of no transcendent
fiduciary duty that would permit or compel the Board to disregard the plain and
unambiguous meaning of the Merger Agreement. To the contrary, Indiana law
reinforces our view that (i) the Board has discharged its fiduciary duties in
running an orderly sale process as it did, and in executing the Merger Agreement
and (ii) the contractual obligations of the Merger Agreement are sound and
enforceable.

In order to obscure the plain contractual obligations of Marsh under the Merger
Agreement, which would forestall any communication with the Cardinal Group about
a transaction (much less the actual consideration of such a transaction), the
Cardinal Group asserts that the "fiduciary out" in the Merger Agreement
conflicts with the affirmative covenant of Marsh to enforce other bidders'
(including the Cardinal Group's) standstill agreements. The Cardinal Group's
analysis in this area is both tortured and incorrect. Far from conflicting, when
read correctly with Section 5.1(n), it is obvious that, the "fiduciary out" in
Section 5.5 does not apply to proposals from parties who had already
participated in the auction process, and only applies to truly unsolicited
newcomers. As you know, Marsh has run a thorough and fair auction process, as
evidenced by what we understand to be over 30 bidders having signed agreements
with standstill provisions effectively equivalent to those in the Standstill
Agreement. As reflected in our express agreement to this effect in the Merger
Agreement, we and Marsh intended to prohibit the parties who already had the
opportunity to participate in the auction process from taking advantage of the
provisions of Section 5.5 of the Merger Agreement and getting a second bite at
the apple. In fact, as you well know, your counsel negotiated this point with us
directly, requesting that the Merger Agreement permit Marsh to do exactly what
the Cardinal Group has requested (waive the provisions of existing standstill
agreements). In the face of our strenuous objections and our arguments that any
further delay in this transaction could place the entire Company at risk, Marsh
acquiesced (with full knowledge of an indication of interest from the Cardinal
Group which was received during our exclusivity period), so that the prohibition
on waiving existing standstill covenants with other bidders that is reflected in
the final Merger Agreement reflects our bargained-for agreement on this point.
We believe that the Board and the

                                       -2-



Special Committee wisely concluded that the offer was from parties without
sufficient track record to operate a company that was in such precarious
condition and that the offer was not credible given the contingencies despite
the time Cardinal had to complete full diligence.

As you have no doubt been advised by your counsel, the Indiana legislature has
explicitly rejected the idea of Revlon and Unocal-type duties for the boards of
Indiana corporations, so that the Board may consider many factors in reaching
its determination. The Board has fulfilled its fiduciary duties under Indiana
law by running a rigorous and competitive auction process, in which the Cardinal
Group chose not to engage fully. The result of that process was a binding Merger
Agreement that both protected the integrity of the auction process itself, while
providing a very high certainty of closing, and also provided a mechanism for
the Board to consider new "over-the-transom offers" if any were to come. Under
Indiana law, the Board's action in approving the Merger Agreement is fully
protected. As previously noted, we have expended and continue to expend large
sums of money and resources playing by the rules that Marsh and its
representatives imposed in the auction process. Cardinal has done neither. In
addition, Sun has committed substantial capital to this transaction to eliminate
any doubt the transaction would be easily financed, and did not insist on a
customary financing contingency in our offer; Cardinal also has done neither.
The Board has clearly taken our respective postures into account when
determining it was in the best interests of the Marsh shareholders to enter into
the Merger Agreement; now the shareholders must decide the outcome of this
transaction. In fact, were it to act as the Cardinal Group has requested, the
Board would arguably breach its fiduciary duties by putting Marsh at risk of
breaching its obligations under the Merger Agreement and jeopardizing a
transaction that is in place in favor of a deal that may never happen.

As you well know, Marsh's financial performance continues to deteriorate at a
rapid rate, and expending further management resources in contractually
proscribed interaction with an inappropriate interloper who has no proven track
record in acquiring and operating companies such as Marsh, or any others for
that matter, can only result in further deterioration of Marsh's performance,
including resulting in a Company Material Adverse Effect (as defined in the
Merger Agreement). As you know, Sun's track record as a private equity firm
focused on operational turnarounds is second to none, particularly in the retail
sector. We are supported by experienced operators who have already visited
Marsh's headquarters to work on our operating plan post-acquisition, including
holding "town hall" meetings with employees to explain our operating philosophy
and to hopefully calm an understandably nervous workforce and fatigued
management team. In addition, we have a well known track record of closing
transactions in the time frame to which we commit. The Cardinal Group suggests
they only need a "few" days with management. Given the limited diligence they
have done to date, we do not view that as an credible suggestion. Realistically,
days will turn into weeks, all while Marsh continues to deteriorate and to
allocate scarce resources to dispute and possible litigation. This, coupled with
the commitment under the terms of our Merger Agreement for the Company to
proceed in a timely manner to close our transaction (something which cannot be
accomplished with management's time diverted to a party's demand for information
who did not respond in a timely manner in the process as we did), would violate
the terms of our Merger Agreement.

To our knowledge, the Cardinal Group are not operators, but appear to comprise
primarily a real estate investor and a mezzanine finance lender. They do not
have a track record that comes close


                                       -3-



to ours. There are also serious questions about the Cardinal Group's future
plans for Marsh's business, and we question their ability to operate this
business effectively, given that Marsh is in immediate need of turnaround
management skills. In fact, we continue to believe that, given their lack of
track record and their real estate focus, it is questionable that they even
intend to continue operations at all. Perhaps even more importantly, as we have
previously highlighted, the involvement of firms with so little track record in
owning and operating companies will no doubt generate significant concern by
Marsh's trade creditors, possibly resulting in a further tightening of Marsh's
trade credit and limiting the ability of Marsh to continue its operations.
Competitors will in addition no doubt seize on negative publicity about Marsh
selling to a real estate investor, as they did in prior months when negative
press articles were written about Marsh's financial condition. By contrast, the
local press, encouraged by management and employees, have been positive about
having MSH as a partner given our intention to operate and improve the business
for its employees and customers. Any exacerbation of Marsh's declining operating
performance could easily create a downward spiral that potentially could have a
material adverse impact on Marsh's business. We are proven operators of retail
businesses and will strive to make the right decisions for the communities,
customers and employees of Marsh.

In light of all of the foregoing, we believe that it would not be in Marsh's
best interests to waive the Standstill Agreement and we do not consent to such a
waiver. Notwithstanding all of the foregoing, if the Board still desires to
consider the Cardinal Group proposal, we would be willing to grant a waiver in
respect of the Cardinal Group proposal on the following terms:

         (i)      The Merger Agreement must be amended to provide that, in
                  addition to the breakup fee provided for therein, we shall be
                  entitled to recover all of our expenses in any circumstance
                  where we are entitled to the breakup fee.

         (ii)     The waiver would only survive for a period of three days as
                  requested by the Cardinal Group. This is an imperative given
                  the current financial position of Marsh.

         (iii)    Any merger agreement entered into between Marsh and the
                  Cardinal Group (including any Affiliate or designee) must
                  provide that Marsh can and is waiving any and all standstill
                  agreements with all parties. Further, the Cardinal Group's
                  proposal that it will reimburse Marsh for the payment of our
                  breakup fee one day after the signing of a merger agreement
                  may not be modified.

         (iv)     Other than the reimbursement for the payment of our breakup
                  fee, the Cardinal Group must not be entitled to any further
                  breakup fees or expenses from the Company. We want the
                  shareholders to be the sole beneficiary of any increase in
                  purchase price and not be diluted by the payment of multiple
                  breakup fees.

It is our understanding that Marsh plans to issue a press release regarding the
Cardinal Group proposal. We do not believe this is permitted by the Merger
Agreement as it is not required by law or Nasdaq rule. In any event, any such
disclosure made should also include in any such disclosure this response,
including all of its terms.

                                       -4-


We would be happy to discuss this matter further with you or your
representatives. We have enjoyed a good working relationship with management and
we look forward to working together to bringing our transaction to a successful
conclusion.

Very truly yours,

MSH Supermarkets Holding Corp.



By:/S/  David A. Blachman
   ---------------------------------








                                       -5-