EXHIBIT 5

                                  [LETTERHEAD]

                                  July 5, 1996

Whole Foods Market, Inc.
601 N. Lamar Blvd., #300
Austin, Texas 78703

Gentlemen:

      We have served as counsel for Whole Foods Market, Inc., a Texas 
corporation (the "Company"), in connection with the Registration Statement on 
Form S-4 covering the issuance of shares (the "Shares") of Common Stock, no 
par value, of the Company in connection with the merger of a wholly-owned 
subsidiary of the Company with and into Fresh Fields Markets, Inc. ("Fresh 
Fields"). As a result of such merger, the shares of capital stock of Fresh 
Fields will be converted into the right to receive Shares, as more fully 
described in the Agreement and Plan of Merger, dated as of June 17, 1996 (the 
"Merger Agreement"), to which the Company and Fresh Fields are parties.

     We have examined such documents and questions of law as we have deemed 
necessary to render the opinion expressed below. Based upon the foregoing, we 
are of the opinion that the Shares, when issued and delivered in connection 
with the terms of the Merger Agreement, will be duly and validly issued, 
fully paid and non-assessable.

     We consent to the use of this opinion as Exhibit 5 to the Registration 
Statement.

                                       Very truly yours,


                                       Crouch & Hallett, LLP