Exhibit 5
         

                        
                                  October 30, 1996
         
         
         
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
         
     Re:  Registration Statement on Form S-1 (File No. 333-11349)
          ------------------------------------------------------- 

Ladies and Gentlemen:
 
     This opinion is furnished to you in connection with a Registration 
Statement on Form S-1 (File No. 333-11349) (the "Registration Statement") 
filed with the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933, as amended (the "Securities Act"), relating to the 
registration of an aggregate of 3,335,000 shares of Common Stock, $.01 par 
value per share (the "Common Stock"), of United Natural Foods, Inc., a 
Delaware corporation (the "Company"), of which (i) 2,900,000 shares of Common 
Stock will be issued and sold by the Company to the Underwriters (as defined 
below), and (ii) up to 435,000 shares subject to an over-allotment option 
granted by certain stockholders of the Company (the "Selling Stockholders") to 
the Underwriters (collectively, the "Shares").
 
     The Shares are to be sold by the Company and the Selling Stockholders 
pursuant to an underwriting agreement (the "Underwriting Agreement") to be 
entered into by and among the Company, the Selling Stockholders, and Smith 
Barney Inc., Oppenheimer & Co., Inc. and Robertson, Stephens & Company LLC, as 
representatives of the several underwriters named in the Underwriting 
Agreement (the "Underwriters"), the form of which has been filed as Exhibit 1 
to the Registration Statement.

 
     We are acting as counsel for the Company in connection with the sale by the
Company and the Selling Stockholders of the Shares. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon the Underwriting Agreement, minutes of meetings of the
stockholders and Board of Directors of the Company as provided to us by the
Company, stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation and Bylaws of the Company, each as restated and/or
amended to date, a warrant to purchase shares of Common Stock, dated November
17, 1993, issued by the Company to Triumph-Connecticut Limited Partnership (the
"Warrant"), and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.

     In our examination of the foregoing documents, we have assumed the 
genuineness of all signatures, the authenticity of all documents submitted to 
us as originals, the conformity to original documents of all documents 
submitted to us as copies, the authenticity of the originals of such latter 
documents and the legal competence of all signatories to such documents.

     We assume that the appropriate action will be taken, prior to the offer 
and sale of the Shares in accordance with the Underwriting Agreement, to 
register and qualify the Shares for sale under all applicable state securities 
or "blue sky" laws.

     We express no opinion herein as to the laws of any state or jurisdiction 
other than the laws of the Commonwealth of Massachusetts, the Delaware General 
Corporation Law statute and the federal laws of the United States of America.

     Based upon and subject to the foregoing, we are of the opinion that (i) 
the Shares to be issued and sold by the Company have been duly authorized and, 
when issued and paid for in accordance with the terms and conditions of the 
Underwriting Agreement, will be validly issued, fully paid and nonassessable, 
and (ii) the Shares to be sold by the Selling Stockholders have been duly 
authorized and either (a) are validly issued, fully paid and nonassessable or 
(b) when issued and paid for in accordance with the terms and conditions of 
the Warrant, will be validly issued, fully paid and nonassessable.

     It is understood that this opinion is to be used only in connection with 
the offer and sale of the Shares while the Registration Statement is in 
effect.

     Please note that we are opining only as to matters expressly set forth 
herein, and no opinion should be inferred as to any other matters.

 
     We hereby consent to the filing of this opinion with the Commission as 
an exhibit to the Registration Statement in accordance with the requirements 
of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of 
our name therein and in the related Prospectus under the caption "Legal 
Matters."  In giving such consent, we do not hereby admit that we are in the 
category of persons whose consent is required under Section 7 of the 
Securities Act or the rules and regulations of the Commission.


                             Very truly yours,


                             HALE AND DORR