[LETTERHEAD]


                                June 15, 1998


99CENTS Only Stores
4000 Union Pacific Avenue
City of Commerce, California 90023

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form 
S-4, File No. 333-50515 filed by 99CENTS Only Stores, a California 
corporation (the "Company"), with the Securities and Exchange Commission on 
April 20, 1998, as amended by Amendment No. 1 to Registration Statement (the 
"Registration Statement"), in order to register under the Securities Act of 
1933, as amended (the "Securities Act"), up to 374,271 shares of the Common 
Stock, no par value per share (the "Common Stock"), of the Company (the 
"Company Shares") and any additional shares of Common Stock which may be 
registered pursuant to Rule 462(b) under the Securities Act (the "Additional 
Shares", and together with the Company Shares, the "Shares") in connection 
with the Company's exchange offer of one share of the Company's Common Stock 
for each 16 shares of the common stock, $0.05 par value per share, of 
Universal International, Inc. (the "Exchange Offer").  In connection with the 
proposed Exchange Offer, the Company has filed the Registration Statement and 
may file an additional registration statement to register the Additional 
Shares pursuant to Rule 462(b) (the "Abbreviated Registration Statement"), 
with the Securities and Exchange Commission for the purpose of registering 
the Additional Shares under the Securities Act.

     We are of the opinion that (i) the Company Shares and the Additional 
Shares have been duly authorized and, upon issuance in conformity with and 
pursuant to the Registration Statement, and receipt by the Company of the 
shares of Universal common stock therefor as specified in the Registration 
Statement, the Company Shares and the Additional Shares will be legally and 
validly issued, fully paid and non-assessable. 



99CENTS Only Stores
June 15, 1998
Page 2


     We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and the Abbreviated Registration Statement and to the
reference to our firm under the caption "Legal Opinion".  This opinion may be
incorporated by reference into the Abbreviated Registration Statement.

                         Respectfully submitted,

                         /s/ Troop Meisinger Steuber & Pasich, LLP

                         TROOP MEISINGER STEUBER & PASICH, LLP