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                                                                       EXHIBIT 5

                         [LATHAM & WATKINS LETTERHEAD]

                                February 5, 2001


Safeway Inc.
5918 Stoneridge Mall Road
Pleasanton, CA 94588

      Re:   $2,000,000,000 Aggregate Offering Price of Securities of Safeway
            Inc.

Ladies and Gentlemen:

      In connection with the registration statement on Form S-3 expected to be
filed on February 5, 2001 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested our opinion with respect to
the matters set forth below.

      You have provided us with a draft prospectus (the "Prospectus") which is a
part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the sale by Safeway Inc., a Delaware corporation
(the "Company"), of up to $2,000,000,000 aggregate offering price of one or more
series of debt securities (the "Debt Securities"), shares of common stock, par
value $.01 per share (the "Common Stock") or any combination of the foregoing,
plus any additional Debt Securities or Common Stock that may be registered
pursuant to any subsequent registration statements that the Company may
hereafter file with the Commission pursuant to Rule 462(b) under the Securities
Act (collectively, the "Securities"). Any series of Debt Securities may be
convertible and/or exchangeable for Common Stock or another series of Debt
Securities. The Debt Securities will be issued pursuant to an Indenture dated as
of September 10, 1997 between the Company and The Bank of New York, as Trustee
(the "Trustee"), and one or more supplements thereto (the "Indenture").

      In our capacity as your special counsel in connection with the
Registration Statement, we are generally familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Securities. For purposes of this opinion, we have




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Safeway Inc.
February 5, 2001
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assumed that such proceedings will be timely and properly completed, in
accordance with all requirements of applicable federal, Delaware and New York
laws, in the manner presently proposed.

     We have made such legal and factual examinations and inquiries, including
an examination of originals and copies certified or otherwise identified to our
satisfaction, of all such documents, corporate records and instruments of the
Company as we have deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

     We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware with respect to the opinion
set forth in Paragraph 2 below and the internal laws of the State of New York
with respect to the opinion set forth in Paragraph 1 below, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware, any other laws, or
as to any matter of municipal law or the laws of any local agencies within any
state.

     Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof:

     1. When (a) the Debt Securities have been duly established in accordance
with the terms of the Indenture (including, without limitation, the adoption by
the Board of Directors of the Company or a committee thereof of a resolution
duly authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (b) the Registration Statement and
any required post-effective amendments thereto and any Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Securities as executed and delivered are
as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (ii) that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (iii) that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.

     2. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company or a committee thereof of a
resolution in form and content as required by applicable law and upon issuance
and delivery of and payment of legal consideration in excess of the par value
thereof for shares of Common Stock in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, and assuming that (i) the terms of such shares are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of


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Safeway Inc.
February 5, 2001
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issuance of such shares, the Company has a sufficient number of authorized but
unissued shares under the Company's Amended and Restated Certificate of
Incorporation and (iii) such shares comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court
or governmental or regulatory body having jurisdiction over the Company, such
shares of Common Stock (including any Common stock duly issued upon the
exchange or conversion of Debt Securities that are exchangeable or convertible
into Common Stock) will be validly issued, fully paid and nonassessable.

     The opinion rendered in Paragraph 1 above relating to the enforceability of
the Debt Securities is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of, or contribution to, a party with respect to a liability
where such indemnification or contribution is contrary to public policy; (iv) we
express no opinion concerning the enforceability of any waiver of rights or
defenses with respect to stay, extension or usury laws; (v) we express no
opinion with respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principal amount thereof which might
be determined to constitute unearned interest thereon; and (vi) we express no
opinion concerning the enforceability of the judgment currency provision
contained in Section 10.16 of the Indenture.

     We assume for purposes of this opinion that (i) the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
State of Delaware and has the corporate power and authority to issue and sell
the Securities; (ii) the Indenture constitutes the legally valid, binding and
enforceable obligation of the Company enforceable against the Company in
accordance with its terms; (iii) the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (iv) the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; (v) the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; (vi) the Trustee is in compliance, generally and
with respect to acting as Trustee under the Indenture, with all applicable laws
and regulations; and (vii) the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indenture.
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Safeway Inc.
February 5, 2001
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     We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.

                                        Very truly yours,

                                        /s/ Latham & Watkins