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                                                                     EXHIBIT 5.1


                                January 26, 1998


The Board of Directors
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, OR 97202

      We have acted as counsel for Fred Meyer, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance of shares of Common Stock
to shareholders of Quality Food Centers, Inc. ("QFC") in the merger (the "QFC
Merger") contemplated by the Agreement and Plan of Merger dated as of November
6, 1997, as amended, among the Company, QFC and Q-Acquisition Corp. (the "QFC
Merger Agreement") and to stockholders and warrant holders of Food 4 Less
Holdings, Inc. ("Food 4 Less") in the merger (the "QFC Merger" and, together
with the QFC Merger, the "Mergers") contemplated by the Agreement and Plan of
Merger dated as of November 6, 1997, as amended, among the Company, Food 4 Less
and FFL Acquisition Corp. (the "Food 4 Less Merger Agreement" and, together with
the QFC Merger Agreement, the "Merger Agreements") as described in the
Registration Statement on Form S-4 (the Registration Statement") about to be
filed by the Company with the Securities and Exchange Commission for the
registration of the Common Stock under the Securities Act of 1933.

      We have reviewed the corporate action of the Company in connection with
this matter and have examined the documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.

      Based upon the foregoing, it is our opinion that:

      (i)   The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;

      (ii)  All action necessary to make valid the proposed issuance of the
Common Stock by the Company in the QFC Merger will have been taken when:


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The Board of Directors
Fred Meyer, Inc.
January 26, 1998
Page 2


            (A)   the Company's Registration Statement, as it may be amended,
shall have become effective;

            (B)   the QFC Merger shall have been approved by the requisite vote
of the shareholders of QFC and the issuance of Common Stock in the QFC Merger
shall have been approved by the requisite vote of the stockholders of the
Company;

            (C)   all other conditions to the consummation of the QFC Merger set
forth in the QFC Merger Agreement shall have been satisfied or waived and
requisite filings shall have been made under the corporate laws of Delaware and
Washington; and

            (D)   the Common Stock shall have been appropriately issued and
delivered for the consideration contemplated by, and otherwise in conformity,
with the QFC Merger Agreement.

      (iii) All action necessary to make valid the proposed issuance of the
Common Stock by the Company in the Food 4 Less Merger will have been taken when:

            (A)   the Company's Registration Statement, as it may be amended,
shall have become effective;

            (B)   the Food 4 Less Merger shall have been approved by the
requisite vote of the stockholders of Food 4 Less and the issuance of Common
Stock in the Food 4 Less Merger shall have been approved by the requisite vote
of the stockholders of the Company;

            (C)   all other conditions to the consummation of the Food 4 Less
Merger set forth in the Food 4 Less Merger Agreement shall have been satisfied
or waived and requisite filings shall have been made under the corporate laws of
Delaware; and

            (D)   the Common Stock shall have been appropriately issued and
delivered for the consideration contemplated by, and otherwise in conformity,
with the Food 4 Less Merger Agreement.

      We are further of the opinion that when the steps set forth in paragraphs
(ii) and (iii) shall have been taken, the Common Stock will have been duly
issued and be validly outstanding and all shares thereof will be fully paid and
nonassessable.


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The Board of Directors
Fred Meyer, Inc.
January 26, 1998
Page 3


      We hereby consent to the use of our name in the Registration Statement and
in the Joint Proxy and Consent Solicitation Statement/Prospectus filed as a part
thereof and to the filing of this opinion as an exhibit to the Registration
Statement.


                                       Very truly yours,


                                       /s/ STOEL RIVES LLP

                                       STOEL RIVES LLP