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 senior and
                    subordinated debt securities and warrants

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 (i) 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 (ii)
        warrants to purchase Debt  Securities  (the "Warrants" and together with
        the Debt Securities, the "Securities").

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 the form of  indenture  for senior debt
        securities  between the Company and The Chase Manhattan Bank,  including
        the form of Senior Debt Securities (the "Senior Indenture").

3.2     A print of an e-mailed copy of a subordinated  debt  indenture  dated 30
        September  1998 between the Company and The Bank of New York,  including
        the form of Subordinated Debt Securities (the  "Subordinated  Indenture"
        and together with the Senior Indenture, the "Indentures").

3.3     A print of an e-mailed copy of the form of warrant agreement between the
        Company and the Warrant  Agent to be named in it,  including the form of
        Warrants (the "Warrant Agreement" and together with the Indentures,  the
        "Agreements").

3.4     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").

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

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

3.7     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 Securities,  other securities  issuable by Ahold Finance
        U.S.A.,  Inc  ("Finance  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.

3.8     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 3.7.

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

3.9     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.

3.10    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     Any Securities will have been validly  authorised in accordance with the
        Company's articles of association at the time of authorisation.

4.5     In respect of each issue of Securities  which qualifies as attracting an
        important  (belangrijk)  krediet  the  Works  Councils  Act  (Wet  op de
        ondernemingsraden) will have been complied with.

4.6     The  Registration  Statement has been filed with the SEC, the Agreements
        have been or will have been entered into, and the  Securities  will have
        been issued, in the form referred to in paragraph 3.

4.7     The  Agreements  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 Securities will have been validly  authenticated  in
        accordance with the Agreements.

4.8     The  Agreements  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  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.

4.9     When  validly  signed  by  all  the  parties,  the  Agreements  and  the
        Securities  (except for the Subordinated  Indenture and the Subordinated
        Debt  Securities 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.

4.10    The Securities  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).

4.11    Any pre-emption  rights in respect of the issue of Securities  which are
        convertible  into,  or carry a right to  purchase  Securities  which are
        convertible into, Conversion Shares ("Convertible Securities") will have
        been observed or validly excluded.

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

4.13    At the time of  conversion of  Convertible  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.

4.14    Any Conversion  Shares issued upon conversion of Convertible  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).

4.15    The  aggregate  of  (i)  the  offer  price  of any  Securities,  Finance
        Securities and Shares  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 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  issued,  the  Securities  will,  according  to  the  Dutch  courts
        correctly applying New York Law as the law expressed to be governing the
        Securities (except for the subordination  provisions of the Subordinated
        Debt  Securities  which are  expressed  to be  governed  by Dutch  law),
        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   Agreements   and  the   Securities   (except  for  the
        subordination   provisions  of  the   Subordinated   Indenture  and  the
        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  Agreements  and the  Securities;

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

        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
        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 Agreements and the Securities 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  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 Security may not pass
        if (i) the 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 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 a 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  Security and its  authentication  and issue ceases to be, a duly
        authorised representative of the Company, enforcement of the Security in
        a Dutch court may require that the holder of the Security submits a copy
        of the Agreement under which the Security has been issued.

6.10    In proceedings  in a Dutch court,  any provisions to the effect that the
        holder of any 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 its Securities, the holder may be required to be a party.

6.12    In proceedings in a Dutch court for the  enforcement of the  Agreements,
        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 Agreements or the  Securities  qualify as general
        conditions  within the meaning of Section  6:231 Civil Code  (Burgerlijk
        Wetboek),  a holder of a Security may nullify  (vernietigen) a provision
        of them if (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    Bearer  Securities  which qualify as savings  certificates as defined in
        the  Savings  Certificates  Act (Wet inzake  spaarbewijzen)  may only be
        transferred or accepted  through the  intermediary of their issuer or an
        admitted  institution of Euronext Amsterdam N.V. and with due observance
        of the Savings  Certificates Act and regulations  implementing  that act
        (including  registration  requirements).  However,  no such intermediary
        services  are  required  in  respect of (i) the  initial  issue of those
        Securities to the first holders thereof,  (ii) any transfer and delivery
        by  individuals  who do not act in the conduct of a profession or trade,
        and  (iii)  the  issue  and  trading  of those  Securities,  if they are
        physically issued outside the Netherlands and are not distributed in the
        Netherlands in the course of primary trading or immediately thereafter.

6.16    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  and
        Section 6.01 and 6.02 of the Warrant Agreement.

6.17    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 Subordinated Debt Securities.

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

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

6.20    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.

6.21    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.

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

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