A copy of the opinion of Cravath, Swaine & Moore LLP, relating to the validity of 11,538,112 shares of common stock, par value $0.01 per share (the "Common Stock"), of The Fresh Market, Inc. (the "Company"), which were offered and sold by certain selling stockholders pursuant to the Company's final prospectus supplement, as filed with the Securities and Exchange Commission on June 14, 2012 pursuant to Rule 424(b), constituting a part of the Company's Registration Statement on Form S-3 (Registration No. 333-182033), is filed herewith as Exhibit 5.1.

(d) Exhibits.

                EXHIBIT
                NUMBER    DESCRIPTION

                5.1       Opinion of Cravath, Swaine & Moore LLP.