December 28, 2000


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

Ahold Finance U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151-2224


Ladies and Gentlemen:


     We have acted as special United States counsel for Koninklijke  Ahold N.V.,
a  public  company  with  limited  liability  organized  under  the  law  of The
Netherlands  ("Royal  Ahold"),   and  Ahold  Finance  U.S.A.,  Inc.,  a  company
incorporated  under the laws of Delaware ("Ahold  Finance"),  in connection with
the preparation of:

     (1) The  Registration  Statement  on Form F-3 and Form S-3  filed  with the
Securities and Exchange  Commission (the  "Commission")  on the date hereof (the
"Registration Statement"), pursuant to which:

          (a)  Royal  Ahold  proposes  to issue  and sell  from time to time (i)
     common shares,  0.25  Eurodollars par value per share,  which may be in the
     form of American  depositary shares (the "Common  Shares"),  (ii) financing
     preferred  shares,  0.25  Eurodollars  par  value  per  share,  (iii)  debt
     securities   consisting  of  debentures,   notes  or  other   evidences  of
     indebtedness  representing unsecured,  unsubordinated  obligations of Royal
     Ahold (the "Senior Debt Securities"),  which may be in the form of American
     depositary notes, (iv) debt securities  consisting of debentures,  notes or
     other  evidences  of  indebtedness  representing  unsecured,   subordinated
     obligations of Royal Ahold (the "Subordinated Debt Securities"),  which may
     be in the form of American  depositary notes, (v) warrants to subscribe for
     Senior Debt Securities and  Subordinated  Debt Securities (the "Royal Ahold
     Warrants"),  (vi) guarantees of guaranteed  senior debt securities of Ahold
     Finance (the "Guarantees of Guaranteed Senior Debt"),  and (vii) guarantees
     of  guaranteed   subordinated   debt   securities  of  Ahold  Finance  (the
     "Guarantees of Guaranteed Subordinated Debt"); and

          (b)  Ahold  Finance  proposes  to issue and sell from time to time (i)
     debt  securities  consisting  of  debentures,  notes or other  evidences of
     indebtedness  representing unsecured,  unsubordinated  obligations of Ahold
     Finance   guaranteed   by  Royal   Ahold  (the   "Guaranteed   Senior  Debt
     Securities"), (ii) debt securities consisting of debentures, notes or other
     evidences of indebtedness representing unsecured,  subordinated obligations
     of Ahold Finance  guaranteed by Royal Ahold (the  "Guaranteed  Subordinated
     Debt  Securities"),  and (iii) warrants to subscribe for Guaranteed  Senior
     Debt  Securities and Guaranteed  Subordinated  Debt  Securities (the "Ahold
     Finance Warrants");

     (2) The  Indenture,  to be dated on or about the date of the first issuance
of  Senior  Debt  Securities  thereunder,  between  Royal  Ahold  and The  Chase
Manhattan  Bank,  as trustee  (the  "Senior  Debt  Trustee")  (the  "Senior Debt
Indenture");

     (3) The Indenture,  dated as of September 30, 1998, between Royal Ahold and
The  Bank  of New  York,  as  trustee  (the  "Subordinated  Debt  Trustee"),  as
supplemented from time to time, (the "Subordinated Debt Indenture");

     (4) The Indenture,  dated as of April 29, 1999, among Ahold Finance,  Royal
Ahold, as guarantor,  and The Chase Manhattan Bank, as trustee (the  "Guaranteed
Senior Debt  Trustee"),  as  supplemented  from time to time,  (the  "Guaranteed
Senior Debt Indenture");

     (5) The  Indenture,  to be dated on or about the date of the first issuance
of Guaranteed  Subordinated  Debt  Securities  thereunder,  among Ahold Finance,
Royal Ahold, as guarantor, and The Bank of New York, as trustee (the "Guaranteed
Subordinated Debt Trustee") (the "Guaranteed Subordinated Debt Indenture");

     (6) The form of Warrant  Agreement  (the "Royal Ahold  Warrant  Agreement")
between Royal Ahold and a warrant agent to be named, relating to the Royal Ahold
Warrants;

     (7) The form of Warrant  Agreement (the "Ahold Finance Warrant  Agreement")
between  Ahold  Finance and a warrant  agent to be named,  relating to the Ahold
Finance Warrants;

     (8) The form of Underwriting Agreement and related Terms Agreement attached
thereto, to be entered into in connection with offering from time to time of the
Common Shares;

     (9) The form of Underwriting Agreement and related Terms Agreement attached
thereto (collectively,  the "Debt Underwriting Agreement") to be entered into in
connection  with  offering  from  time to time of  Senior  Debt  Securities  and
Subordinated Debt Securities; and

     (10)  The  form of  Underwriting  Agreement  and  related  Terms  Agreement
attached thereto (collectively,  the "Guaranteed Debt Underwriting  Agreement"),
to be entered into in  connection  with offering from time to time of Guaranteed
Senior Debt Securities and Guaranteed Subordinated Debt Securities.

     Based  upon  our  examination  of such  documents,  certificates,  records,
authorizations  and  proceedings as we have deemed  relevant,  it is our opinion
that:

     (a) When (i) the  execution  of the  Senior  Debt  Indenture  has been duly
     authorized by Royal Ahold by appropriate  corporate action, (ii) the Senior
     Debt  Indenture,  in the  form  filed  as an  exhibit  to the  Registration
     Statement,  has been duly  executed  and  delivered  by Royal Ahold and the
     Senior Debt Trustee,  (iii) the issuance of the Senior Debt  Securities and
     approval  of the final terms  thereof  have been duly  authorized  by Royal
     Ahold by appropriate corporate action, and (iv) the Senior Debt Securities,
     in the form  included in the Senior Debt  Indenture  filed as an exhibit to
     the Registration  Statement (with such changes or additions as permitted in
     the Senior Debt Indenture),  have been duly executed and delivered by Royal
     Ahold and  authenticated  by the Senior Debt Trustee pursuant to the Senior
     Debt Indenture and delivered and paid for as contemplated by the applicable
     Debt Underwriting Agreement and the Registration Statement, the Senior Debt
     Securities will constitute  valid and legally binding  obligations of Royal
     Ahold under the laws of the State of New York,  enforceable  in  accordance
     with their terms,  except as the  enforceability  thereof may be limited by
     bankruptcy, insolvency,  reorganization or other similar laws affecting the
     enforcement  of  creditors'  rights  generally  and  by  general  equitable
     principles (regardless of whether the issue of enforceability is considered
     in a proceeding in equity or at law);

          (b) When (i) the  issuance of the  Subordinated  Debt  Securities  and
     approval  of the final terms  thereof  have been duly  authorized  by Royal
     Ahold by  appropriate  corporate  action,  and (ii) the  Subordinated  Debt
     Securities,  in the form included in the Subordinated  Debt Indenture filed
     as an exhibit to the Registration Statement (with such changes or additions
     as permitted in the Subordinated  Debt Indenture),  have been duly executed
     and delivered by Royal Ahold and  authenticated  by the  Subordinated  Debt
     Trustee pursuant to the Subordinated  Debt Indenture and delivered and paid
     for as contemplated by the applicable Debt  Underwriting  Agreement and the
     Registration  Statement,  the Subordinated  Debt Securities will constitute
     valid and legally binding  obligations of Royal Ahold under the laws of the
     State of New York,  enforceable in accordance  with their terms,  except as
     the  enforceability  thereof  may be  limited  by  bankruptcy,  insolvency,
     reorganization   or  other  similar  laws  affecting  the   enforcement  of
     creditors' rights generally and by general equitable principles (regardless
     of whether the issue of  enforceability  is  considered  in a proceeding in
     equity or at law);

          (c) When (i) the  execution of the Royal Ahold  Warrant  Agreement has
     been duly authorized by Royal Ahold by appropriate  corporate action,  (ii)
     the Royal Ahold Warrant  Agreement,  in the form filed as an exhibit to the
     Registration Statement, has been duly executed and delivered by Royal Ahold
     and the warrant  agent  thereunder,  (iii) the  issuance of the Royal Ahold
     Warrants and approval of the final terms thereof have been duly  authorized
     by Royal Ahold by appropriate  corporate  action,  and (iv) the Royal Ahold
     Warrants,  in the form included in the Royal Ahold Warrant  Agreement filed
     as an exhibit to the Registration Statement (with such changes or additions
     as permitted in the Royal Ahold Warrant Agreement), have been duly executed
     and  delivered  by Royal  Ahold  and  countersigned  by the  warrant  agent
     thereunder  pursuant to the Royal Ahold Warrant Agreement and delivered and
     paid for as contemplated by the applicable  underwriting  agreement and the
     Registration Statement,  the Royal Ahold Warrants will constitute valid and
     legally  binding  obligations of Royal Ahold under the laws of the State of
     New  York,  enforceable  in  accordance  with  their  terms,  except as the
     enforceability   thereof   may  be  limited  by   bankruptcy,   insolvency,
     reorganization   or  other  similar  laws  affecting  the   enforcement  of
     creditors' rights generally and by general equitable principles (regardless
     of whether the issue of  enforceability  is  considered  in a proceeding in
     equity or at law);

          (d) When (i) the issuance of the Guaranteed Senior Debt Securities and
     approval  of the final terms  thereof  have been duly  authorized  by Ahold
     Finance by appropriate  corporate  action,  (ii) the Guaranteed Senior Debt
     Securities,  in the form included in the  Guaranteed  Senior Debt Indenture
     filed as an exhibit to the  Registration  Statement  (with such  changes or
     additions as permitted in the Guaranteed Senior Debt Indenture),  have been
     duly  executed and  delivered  by Ahold  Finance and  authenticated  by the
     Guaranteed  Senior  Debt  Trustee  pursuant to the  Guaranteed  Senior Debt
     Indenture  and  delivered and paid for as  contemplated  by the  applicable
     Guaranteed Debt Underwriting Agreement and the Registration Statement,  and
     (iii) the  guarantees  of the  Guaranteed  Senior Debt  Securities by Royal
     Ahold,  in the form included in the Guaranteed  Senior Debt Indenture filed
     as an exhibit to the  Registration  Statement,  have been duly  authorized,
     executed  and  delivered  by  Royal  Ahold,  the  Guaranteed   Senior  Debt
     Securities will constitute  valid and legally binding  obligations of Ahold
     Finance and the Guarantees of Guaranteed  Senior Debt will constitute valid
     and legally  binding  obligations of Royal Ahold,  in each case,  under the
     laws of the State of New York,  enforceable in accordance with their terms,
     except  as  the  enforceability  thereof  may  be  limited  by  bankruptcy,
     insolvency,  reorganization or other similar laws affecting the enforcement
     of  creditors'  rights  generally  and  by  general  equitable   principles
     (regardless  of whether  the issue of  enforceability  is  considered  in a
     proceeding in equity or at law);

          (e)  When  (i)  the  execution  of the  Guaranteed  Subordinated  Debt
     Indenture  has been duly  authorized  by Ahold  Finance  and Royal Ahold by
     appropriate  corporate  action,  (ii)  the  Guaranteed   Subordinated  Debt
     Indenture,  in the form filed as an exhibit to the Registration  Statement,
     has been duly executed and delivered by Ahold Finance,  Royal Ahold and the
     Guaranteed  Subordinated Debt Trustee, (iii) the issuance of the Guaranteed
     Subordinated  Debt  Securities and approval of the final terms thereof have
     been duly authorized by Ahold Finance by appropriate corporate action, (iv)
     the Guaranteed  Subordinated  Debt Securities,  in the form included in the
     Guaranteed   Subordinated  Debt  Indenture  filed  as  an  exhibit  to  the
     Registration  Statement (with such changes or additions as permitted in the
     Guaranteed  Subordinated  Debt  Indenture),  have  been duly  executed  and
     delivered by Ahold Finance and authenticated by the Guaranteed Subordinated
     Debt Trustee  pursuant to the  Guaranteed  Subordinated  Debt Indenture and
     delivered and paid for as  contemplated  by the applicable  Guaranteed Debt
     Underwriting  Agreement  and  the  Registration  Statement,   and  (v)  the
     guarantees of the Guaranteed  Subordinated  Debt Securities by Royal Ahold,
     in the form included in the Guaranteed Subordinated Debt Indenture filed as
     an  exhibit  to the  Registration  Statement,  have been  duly  authorized,
     executed and delivered by Royal Ahold,  the  Guaranteed  Subordinated  Debt
     Securities will constitute  valid and legally binding  obligations of Ahold
     Finance and the Guarantees of Guaranteed  Subordinated Debt will constitute
     valid and legally binding  obligations of Royal Ahold, in each case,  under
     the laws of the State of New York,  enforceable  in  accordance  with their
     terms,  except as the enforceability  thereof may be limited by bankruptcy,
     insolvency,  reorganization or other similar laws affecting the enforcement
     of  creditors'  rights  generally  and  by  general  equitable   principles
     (regardless  of whether  the issue of  enforceability  is  considered  in a
     proceeding in equity or at law); and

          (f) When (i) the execution of the Ahold Finance Warrant  Agreement has
     been duly authorized by Ahold Finance by appropriate corporate action, (ii)
     the Ahold Finance Warrant Agreement, in the form filed as an exhibit to the
     Registration  Statement,  has been duly  executed  and  delivered  by Ahold
     Finance and the warrant agent  thereunder,  (iii) the issuance of the Ahold
     Finance  Warrants  and  approval of the final terms  thereof have been duly
     authorized by Ahold Finance by appropriate  corporate action,  and (iv) the
     Ahold Finance  Warrants,  in the form included in the Ahold Finance Warrant
     Agreement  filed as an exhibit  to the  Registration  Statement  (with such
     changes or additions as permitted in the Ahold Finance Warrant  Agreement),
     have been duly executed and delivered by Ahold Finance and countersigned by
     the  warrant  agent  thereunder  pursuant  to  the  Ahold  Finance  Warrant
     Agreement  and  delivered and paid for as  contemplated  by the  applicable
     underwriting  agreement and the Registration  Statement,  the Ahold Finance
     Warrants will  constitute  valid and legally  binding  obligations of Ahold
     Finance under the laws of the State of New York,  enforceable in accordance
     with their terms,  except as the  enforceability  thereof may be limited by
     bankruptcy, insolvency,  reorganization or other similar laws affecting the
     enforcement  of  creditors'  rights  generally  and  by  general  equitable
     principles (regardless of whether the issue of enforceability is considered
     in a proceeding in equity or at law).

     Insofar as the  opinion set forth  herein  relates to matters of the law of
The  Netherlands,  we have  relied  upon the  opinions  of De  Brauw  Blackstone
Westbroek  N.V.,  Dutch counsel to Royal Ahold,  dated of even date herewith and
filed  as  Exhibits  5.1,  5.2 and 5.4 to the  Registration  Statement,  and our
opinion herein is subject to any and all exceptions and  reservations  set forth
therein.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and to the  reference  to our firm  appearing  and under the  caption
"Validity of  Securities"  in the  Prospectus  that is part of the  Registration
Statement.  In giving this  consent,  we do not thereby admit that we are within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Commission thereunder.

                                                     Very truly yours,



                                                     /s/ White & Case LLP
                                                        -----------------
                                                         WHITE & CASE LLP



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