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\20179138\003-126.doc\mb


Dear Sirs,

               Koninklijke Ahold N.V. - Ahold Finance U.S. A., Inc
 Shelf registration under the United States Securities Act of 1933, as amended,
              of guaranteed senior and subordinated debt securities

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 Ahold Finance U.S.A.,  Inc.
        ("Finance")  with the United States  Securities and Exchange  Commission
        (the "SEC") of senior debt securities (the "Senior Debt Securities") and
        subordinated  debt securities (the  "Subordinated  Debt  Securities" and
        together with the Senior Debt Securities, the "Debt Securities"),  which
        may or may not be convertible into common shares,  each having a nominal
        value of EUR 0.25,  in the share  capital  of the  Company  ("Conversion
        Shares"),  and which are stated to be  unconditionally  and  irrevocably
        guaranteed  as to payment of principal  and interest by the Company (the
        "Guaranty").

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; definitions

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

3.1     A print of an e-mailed copy of an indenture for  guaranteed  senior debt
        securities  dated 29 April 1999  between  Finance,  the  Company and The
        Chase Manhattan  Bank,  including the form of Senior Debt Securities and
        the Guaranty to be endorsed on them (the "Senior Indenture").

3.2     A print of an e-mailed copy of the form of  subordinated  debt indenture
        between  Finance,  the Company and The Bank of New York,  including  the
        form of Subordinated  Debt  Securities and the Company's  Guaranty to be
        endorsed on them (the  "Subordinated  Indenture"  and together  with the
        Senior Indenture, the "Indentures").

3.3     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").

3.4     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
        3.5,  both as filed  with the  chamber  of  commerce  and  industry  for
        Amsterdam (the "Chamber of Commerce").

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

3.6     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  Debt  Securities,  other  securities  issuable  by the
        Company ("Company Securities") and common shares and financing preferred
        shares  in the share  capital  of the  Company  (the  "Shares")  with an
        offering price of up to USD 3,950,000,000.

3.7     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 3.6.

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

3.8     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.

3.9     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  Guaranty in respect of any Debt  Securities  will have been validly
        authorised in accordance  with the Company's  articles of association at
        the time of authorisation  and in respect it the Works Councils Act (Wet
        op de ondernemingsraden) will have been complied with.

4.5     The  Registration  Statement has been filed with the SEC, the Indentures
        have  been or will  have  been  entered  into,  and the Debt  Securities
        (including the Guaranty  endorsed on them) will have been issued, in the
        form referred to in paragraph 3.

4.6     The  Indentures  are within the capacity and powers of, and have been or
        will have been validly  authorised  and signed by, each party other than
        the Company and the Debt Securities will have been validly authenticated
        in accordance with the Indentures.

4.7     The  Indentures  have  been or will  have  been  signed on behalf of the
        Company by its corporate  executive board members in accordance with its
        articles  of  association  at the time of signing  or by another  person
        authorised  to do so and the  Guaranty  endorsed on any Debt  Securities
        will have been signed on behalf of the  Company,  manually  or, with the
        approval  of the  corporate  executive  board  member(s)  concerned,  in
        facsimile,  by its corporate  executive board members in accordance with
        its articles of association at the time of signing.

4.8     When validly signed by all the parties,  the Indentures and the Guaranty
        (except for the  Subordinated  Indenture  and the Guaranty to the extent
        that they are expressed to be governed by Dutch law) are valid,  binding
        and enforceable obligations of each party under the laws of the State of
        New York ("New York Law") by which they are expressed to be governed.

4.9     Any Debt Securities  offered in or from the  Netherlands  have been, are
        and  will be  offered  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    Any pre-emption  rights in respect of the issue of Debt Securities which
        are convertible into Conversion Shares  ("Convertible  Debt Securities")
        will have been observed or validly excluded.

4.11    Upon conversion of Convertible  Debt Securities into Conversion  Shares,
        the  nominal  amount of those  Conversion  Shares and any  agreed  share
        premium will have been validly paid.

4.12    At the time of conversion of Convertible Debt Securities into Conversion
        Shares, the Company's authorised share capital at the time of issue will
        be sufficient to allow for the issue of the Conversion Shares.

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

4.14    The  aggregate  of (i) the offer price of any Debt  Securities,  Company
        Securities and Shares  registered  pursuant to the Registration (ii) the
        offer price of USD  1,050,000,000  of securities  previously  registered
        with  the  SEC  by  the  Company  and  Finance,   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 the  qualifications  in paragraph 6
        and 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 endorsed on the Debt  Securities,  the Guaranty will,  according to
        the Dutch courts correctly applying New York Law (except with respect to
        the  subordination  provisions of the Guaranty to the extent endorsed on
        any Subordinated Debt Securities,  which are expressed to be governed by
        Dutch law) as the law expressed to be governing the Guaranty, constitute
        valid, binding and enforceable obligations of the Company.

5.3     When issued,  the Conversion  Shares will have been duly  authorised and
        validly issued in accordance  with Dutch law and fully paid. The holders
        of  the  Conversion   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.

6       Qualifications

        This opinion is subject to the following qualifications:

6.1     This  opinion is subject to any  limitations  arising  from  bankruptcy,
        insolvency,  liquidation,  moratorium,  reorganisation and other laws of
        general application relating to or affecting the rights of creditors.

6.2     Under Dutch law,  when  applying New York Law as the law expressed to be
        governing the Indentures and the Guaranty (except for the  subordination
        provisions of the Subordinated  Indenture and the Guaranty to the extent
        endorsed on any Subordinated Debt Securities,  which are expressed to be
        governed  by Dutch  law):

        o       effect  may be given  to the law of  another  jurisdiction  with
                which the  situation has a close  connection,  insofar as, under
                the law of that jurisdiction, that law is mandatory irrespective
                of the governing law of the Indentures and the Guaranty;

        o       Dutch  law  will  be  applied   insofar   as  it  is   mandatory
                irrespective  of the  governing  law of the  Indentures  and the
                Guaranty;

        o       the  application  of  New  York  Law  may  be  refused  if it is
                manifestly  incompatible with Dutch public policy;

        o       regard  will  be had to the  law of the  jurisdiction  in  which
                performance takes place in relation to the manner of performance
                and the steps to be taken in the event of defective performance.

6.3     When  applying  Dutch  law as the  law  expressed  to be  governing  the
        subordination  provisions of the Subordinated Indenture and the Guaranty
        to the extent endorsed on any Subordinated Debt Securities:

        o       effect  may be given  to the law of  another  jurisdiction  with
                which the  situation has a close  connection,  insofar as, under
                the law of that jurisdiction, that law is mandatory irrespective
                of the governing law of those  provisions;

        o       regard  will  be had to the  law of the  jurisdiction  in  which
                performance takes place in relation to the manner of performance
                and the steps to be taken in the event of defective performance.

6.4     The  enforcement  in a Dutch court of the Indentures and the Guaranty is
        subject to Dutch rules of civil procedure.

6.5     To the extent that Dutch law applies,  any provision that the registered
        holder  of any Debt  Security  may be  treated  as its  owner may not be
        enforceable under all circumstances.

6.6     To the extent that Dutch law applies,  title to a Debt  Security may not
        pass if (i) the Debt Security is not delivered  (geleverd) in accordance
        with Dutch law, (ii) the  transferor  does not have the power to pass on
        title  (beschikkingsbevoegdheid)  to the  Debt  Security  or  (iii)  the
        transfer  of title is not made  pursuant  to a valid  title of  transfer
        (geldige titel).

6.7     Under Dutch law, a power of attorney can only be irrevocable  (i) to the
        extent  that  its  purpose  is the  performance  of a  legal  act in the
        interest of the  authorised  person or a third party and (ii) subject to
        limitation by the court for important reasons (gewichtige redenen).

6.8     To the  extent  that  Dutch  law  applies,  Section  12.1 of the  Senior
        Indenture  and Section  13.1 of the  Subordinated  Indenture  may not be
        enforceable under all circumstances.

6.9     If the Guaranty  endorsed on any Debt Security has been signed on behalf
        of the Company (manually or in facsimile) by a person who at the signing
        date is, but before the date of the Guaranty and the  authentication and
        issue of the Debt Security on which it is endorsed  ceases to be, a duly
        authorised representative of the Company, enforcement of the Guaranty in
        a Dutch court may require that the holder of the Debt Security submits a
        copy of the Indenture under which the Debt Security has been issued.

6.10    In proceedings  in a Dutch court,  any provisions to the effect that the
        holder of any Debt Security may not institute  proceedings or any action
        for  the   appointment   of  a  trustee  in   bankruptcy   (curator)  or
        administrator  (bewindvoerder)  or other  officer,  or any other  remedy
        unless it has given  notice as  provided in the  Indentures,  may not be
        enforceable.

6.11    In  proceedings in a Dutch for the  enforcement of a holder's  rights in
        respect of the Guaranty endorsed on its Debt Securities,  the holder may
        be required to be a party.

6.12    In proceedings in a Dutch court for the  enforcement of the  Indentures,
        the court may mitigate amounts due in respect of costs of litigation and
        collection costs.

6.13    Under  Dutch law,  trusts are  recognised  according  and subject to the
        Convention  on the Law  applicable  to Trusts  and on their  Recognition
        1985.

6.14    To the extent that the Indentures or the Debt Securities  (including the
        Guaranty  endorsed  on them)  qualify as general  conditions  within the
        meaning of Section 6:231 Civil Code (Burgerlijk  Wetboek), a holder of a
        Debt  Security  may nullify  (vernietigen)  a provision  of them (i) the
        Company has not offered the holder a reasonable  opportunity  to examine
        them or (ii) the provision, having regard to all relevant circumstances,
        is unreasonably onerous to the holder.

6.15    I do not  express any opinion as to the  validity of any  succession  or
        substitution pursuant to Sections 8.1 and 8.2 of the Indentures.

6.16    Although  Section 3:277 Civil Code provides that a creditor and a debtor
        can  agree  that  the  creditor's  claim  against  the  debtor  will  be
        subordinated to one or more other claims of the debtor, I do not express
        any  opinion as to the  effect of the  subordination  provisions  of the
        Subordinated   Indenture   and  the  Guaranty  to  be  endorsed  on  the
        Subordinated Debt Securities.

6.17    I do not  express  any  opinion as to Section  12.4 of the  Subordinated
        Indenture.

6.18    I do not express any opinion as to any securities  issued on or prior to
        the date of this opinion and guaranteed by the Company.

6.19    The trade register  extract  referred to in paragraph 3 does not provide
        conclusive  evidence that the facts set out in it are correct.  However,
        under the 1996 Trade Register Act (Handelsregisterwet  1996), subject to
        limited  exceptions,  the Company  cannot  invoke the  incorrectness  or
        incompleteness of its trade register  registration against third parties
        who were unaware of it.

6.20    The confirmation from the office of the bankruptcy  division referred to
        in paragraph 3 does not provide conclusive evidence that the Company has
        not been declared bankrupt or granted suspension of payments.

6.21    I do not express any opinion as to any in rem  (goederenrechtelijke)  or
        taxation matters.

6.22    I do not  express any  opinion as to the  authority  of any party to the
        Indentures  other  than the  Company to act as  securities  intermediary
        (effectenbemiddelaar) with respect to the Debt Securities.

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.