Exhibit 5.1
Law Offices
McAfee & Taft
A Professional Corporation
10th Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
(405) 235-9621
Fax (405) 235-0439
http://www.mcafeetaft.com
June 30, 2000
Fleming Companies, Inc.
6301 Waterford Boulevard
Post Office Box 26647
Oklahoma City, Oklahoma 73126
Re: 2000 Stock Incentive Plan
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission today
with respect to 1,900,000 shares of common stock, $2.50 par value
per share (the "Common Stock") to be issued pursuant to the
Fleming Companies, Inc. 2000 Stock Incentive Plan (the "Plan").
We have examined your corporate records and made such other
investigations as we deemed appropriate for the purpose of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. Fleming Companies, Inc (the "Company") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Oklahoma.
2. The issuance of the Common Stock has been duly authorized by
appropriate corporate action on behalf of the Company.
3. When issued pursuant to the Plan, the Common Stock will be
validly issued, and will be fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the above mentioned Registration Statement.
Very truly yours,
MCAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
