[LETTERHEAD]
                                                  
               
                                           
                                 June 9, 1998        
                    


Board of Directors
99CENTS Only Stores 
4000 Union Pacific Ave.
City Of Commerce, CA 90023


     Re:  99CENTS ONLY STORES, INC., A CALIFORNIA CORPORATION 
          REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

     In connection with the registration by 99CENTS Only Stores, a California 
corporation (the "Company"), of shares of common stock of the Company, no par 
value (the "Shares"), under the Securities Act of 1933, as amended (the 
"Act"), on Form S-4 filed with the Securities and Exchange Commission (the 
"Commission") on April 20, 1998, and, as such filing may be hereafter amended 
(the "Registration Statement"), you have requested our opinion with respect 
to the matter set forth below.  

     In our capacity as your counsel in connection with such registration, we 
are familiar with the proceedings taken and proposed to be taken by the 
Company in connection with the authorization and issuance of the Shares and, 
for the purposes of this opinion, have assumed such proceedings will be 
timely completed in the manner presently proposed.  In addition, we have made 
legal and factual examinations and inquiries, including an examination of 
originals or copies certified or otherwise identified to our satisfaction of 
such documents, corporate records and instruments as we have deemed necessary 
or proper for purposes of this opinion.

     In our examination we have assumed the legal capacity of all natural 
persons, the genuineness of all signatures, and the authenticity of all 
documents submitted to us.  In making our examination of documents executed 
by the parties, we have assumed that such parties have the power to enter 
into and perform all obligations thereunder and have also assumed the due 
authorization by all requisite action and the valid execution and delivery by 
such parties of such documents and the validity, binding effect and 
enforceability thereof.

     This opinion is based on various assumptions, and is conditioned upon 
certain representations to be made by the Company as to factual matters 
through a certificate of an officer of the Company, and certain 
representations as to factual matters through an additional certificate



99CENTS Only Stores, Inc.
June 9, 1998
Page


of an officer of Universal International, Inc., a Minnesota corporation.  
Also, this opinion is based upon the factual representations of the Company 
representing its business and properties as set forth in the Registration 
Statement.  Furthermore, we have assumed that the Exchange Offer will be 
consummated pursuant to its terms, including the exhibits thereto.  

     We are opining herein as to the effect on the subject transaction only 
of the federal income tax laws of the United States, and we express no 
opinion with respect to the applicability thereto, or the effect thereon, of 
other federal laws, the laws of any other jurisdiction or as to any matters 
of municipal law or the laws of any other local agencies within any state.  

     Based upon the facts set forth in the Registration Statement and in the 
form of Certificates, it is our opinion that the information set forth under 
the caption "THE EXCHANGE OFFER-- United States Federal Income Tax 
Consequences" in the Proxy Statement/Prospectus included within the 
Registration Statement, to the extent that such information constitutes 
matters of law, summaries of legal matters, or legal conclusions, is correct 
in all material respects.

     No opinion is expressed as to any matter not discussed therein.

     This opinion is based on various statutory provisions of the Internal 
Revenue Code of 1986, as amended, Treasury Regulations promulgated 
thereunder, pertinent judicial authorities, interpretive rulings of the 
Internal Revenue Service and such other authorities as we have considered 
relevant.  It should be noted that statutes, regulations, judicial decisions 
and administrative interpretations are subject to change at any time and in 
some circumstances, with retroactive effect.  A material change in the 
authorities upon which our opinion is based, and any variation or difference 
in the facts from those set forth in the Registration Statement or the 
Certificates, could affect our conclusions.

     This opinion is rendered to you solely for use in connection with the 
Registration Statement.  We consent to your filing this opinion as an exhibit 
to the Registration Statement and to the reference to our firm contained 
under the heading "Legal Opinions."  


                                       Very truly yours,

                                       /s/ Troop Meisinger Steuber & Pasich, LLP

                                       TROOP MEISINGER STEUBER & PASICH, LLP