To Koninklijke Ahold N.V.
Albert Heijnweg 1
1507 EH  ZAANDAM
The Netherlands

J.M. van Dijk - advocaat

Amsterdam, 28 December 2000
Our ref.:       f:\126\007-126.doc\mb



Dear Sirs,

                             Koninklijke Ahold N.V.

                   Shelf registration under the United States
                  Securities Act of 1933, as amended, of common
                      shares and financing preferred shares

1      Introduction

       I have acted on behalf of De Brauw  Blackstone  Westbroek  N.V.  as Dutch
       legal adviser  (advocaat) to Koninklijke  Ahold N.V., with corporate seat
       in Zaandam (municipality Zaanstad),  (the "Company") in connection with a
       shelf  registration (the  "Registration")  by the Company with the United
       States  Securities and Exchange  Commission  (the "SEC") of common shares
       and financing  preferred shares, each having a nominal value of EUR 0.25,
       in the share capital of the Company (collectively, the "Shares").

2      Dutch Law

       This  opinion is limited to Dutch law as applied by the Dutch  courts and
       published and in effect on the date of this  opinion.  It is given on the
       basis that all matters  relating  to it will be governed  by, and that it
       (including  all terms used in it) will be construed in  accordance  with,
       Dutch law.

3      Scope of Inquiry

       For the purpose of this opinion, I have examined the following documents:

3.1    A print of an e-mailed draft of a registration  statement on Form F-3 and
       on  Form  S-3  relating  to  the  Registration  dated  19  December  2000
       (excluding the documents incorporated in it by reference and any exhibits
       to it) (the "Registration Statement").

3.2    A photocopy of a notarial copy of the Company's deed of incorporation and
       its articles of association  as most recently  amended on 10 October 2000
       according to the trade  register  extract  referred to in paragraph  3.3,
       both as filed with the chamber of commerce  and  industry  for  Amsterdam
       (the "Chamber of Commerce").

3.3    A faxed copy of a trade register  extract  regarding the Company provided
       by the Chamber of Commerce and dated 22 December 2000.

3.4    Faxed  copies  of  extracts  from  the  minutes  of the  meetings  of the
       Company's  executive  board  held on 26 October  1998,  17 May 1999 and 4
       December 2000,  including a resolution to make a shelf  registration with
       the SEC for the Shares and other  securities  issuable by the Company and
       Ahold Finance U.S.A., Inc ("Securities")  with an offering price of up to
       USD 3,950,000,000.

3.5    Faxed copies of written  resolutions of the Company's  supervisory  board
       dated 15 January  1999,  20 May 1999 and 15 december  2000 to approve the
       shelf registration referred to in paragraph 3.4.

       In  addition,  I have  obtained  the  following  confirmations  given  by
       telephone on the date of this opinion:

3.6    Confirmation from the Chamber of Commerce that the trade register extract
       referred to in this paragraph 3 is up to date in all material respects.

3.7    Confirmation    from   the    office   of   the    bankruptcy    division
       (faillissementsgriffie)  of the Amsterdam district court that the Company
       is not registered as having been declared bankrupt or granted  suspension
       of payments.

       My  examination  has been limited to the text of the documents and I have
       not investigated the meaning and effect of any document governed by a law
       other than Dutch law under that other law.

4      Assumptions

       For the purpose of this opinion, I have made the following assumptions:

4.1    All copy documents conform to the originals and all originals are genuine
       and complete.

4.2    Each signature is the genuine signature of the individual concerned.

4.3    The  extracts  from the  minutes  referred  to in  paragraph 3 are a true
       record of the proceedings described in them in duly convened, constituted
       and quorate meetings and the resolutions set out in those minutes and the
       written  resolutions  referred to in paragraph 3 (i) were validly  passed
       and remain in full force and effect without  modification and (ii) comply
       with the  requirements of  reasonableness  and fairness  (redelijkheid en
       billijkheid) under Dutch law.

4.4    The  Registration  Statement  has  been  filed  with  the SEC in the form
       referred to in paragraph 3.

4.5    The issue of the Shares will have been validly  authorised  in accordance
       with the Company's  articles of association at the time of  authorisation
       and any  pre-emption  rights in respect  of the issue of the Shares  will
       have been observed or validly excluded.

4.6    The nominal  amount of the Shares and any agreed share  premium will have
       been validly paid.

4.7    The  Company's  authorised  share  capital  at the time of issue  will be
       sufficient to allow for the issue of the Shares.

4.8    The Shares will have been (i) issued in the form and manner prescribed by
       the  articles  of  association  at the time of issue  and (ii)  otherwise
       offered,  issued and accepted by their subscribers in accordance with all
       applicable laws (including, for the avoidance of doubt, Dutch law).

4.9    The Shares have been, are and will be offered  anywhere in the world, and
       such an offer has been, is and will be announced, only in accordance with
       the 1995 Act on the  Supervision  of the  Securities  Trade (Wet toezicht
       effectenverkeer 1995).

4.10   The  aggregate  of (i) the  offer  price  of the  Shares  and  Securities
       registered  pursuant to the  Registration and (ii) the offer price of USD
       1,050,000,000  of securities  previously  registered  with the SEC by the
       Company and Ahold Finance U.S.A., Inc does not exceed USD 5,000,000,000.

5      Opinion

       Based on the documents and confirmations  referred to and the assumptions
       in  paragraphs 3 and 4 and subject to any matters not  disclosed to me, I
       am of the following opinion:

5.1    The Company has been  incorporated and is existing as a limited liability
       company (naamloze vennootschap) under Dutch law.

5.2    When issued, the Shares will have been duly authorised and validly issued
       in  accordance  with Dutch law and fully paid.  The holders of the Shares
       will not be liable for the Company's  obligations,  except in the case of
       abuse  of  the  Company's  legal   personality   and  other   exceptional
       circumstances.

7      Reliance

       This opinion is solely for your benefit and solely for the purpose of the
       Registration.  It is not to be transmitted to anyone else nor is it to be
       relied upon by anyone else of for any other purpose or quoted or referred
       to in any public document or filed with anyone without my written consent
       except that I hereby consent to (i) its filing with the SEC as an exhibit
       to the  Registration  Statement and (ii) the reference to it and De Brauw
       Blackstone  Westbroek  under the caption  "Validity of Securities" in the
       prospectus  included in the  Registration  Statement  (but I do not admit
       that I am a  person  whose  consent  for that  filing  and  reference  is
       required under Section 7 of the United States  Securities Act of 1933, as
       amended).

Yours faithfully,


/s/J.M. VAN DIJK
-------------------
J.M. van Dijk

for De Brauw Blackstone Westbroek N.V.