[LATHAM & WATKINS LETTERHEAD]


                              August 10, 1998


PriceSmart, Inc.
4649 Morena Boulevard
San Diego, California 92117

          Re:  Form S-8 Registration Statement;
               700,000 Shares of Common Stock

Ladies and Gentlemen:

          In connection with the registration by PriceSmart, Inc., a Delaware 
corporation (the "Company"), of 700,000 shares of common stock, par value 
$.0001 per share (the "Shares"), of the Company to be issued pursuant to The 
1998 Equity Participation Plan of PriceSmart, Inc. (the "Plan") under the 
Securities Act of 1933, as amended (the "Act"), on a Registration Statement 
on Form S-8 filed with the Securities and Exchange Commission on August 10, 
1998 (as amended from time to time, the "Registration Statement"), you have 
requested our opinion with respect to the matters 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, issuance and sale 
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 such 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 appropriate for purposes of this 
opinion.



PriceSmart, Inc.
August 10, 1998
Page 2

          In our examination, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as originals, 
and the conformity to authentic original documents of all documents submitted 
to us as copies.

          We are opining herein as to the effect on the subject transaction 
only of the General Corporation Law of the State of Delaware, and we express 
no opinion with respect to the applicability thereto, or the effect thereon, 
of the laws of any other jurisdiction or any other laws, or as to any matters 
of municipal law or the laws of any other local agencies within the state.

          Subject to the foregoing, it is our opinion that as of the date 
hereof the Shares have been duly authorized, and, upon the issuance of and 
payment for the Shares in accordance with the terms set forth in the Plan, 
the Shares will be validly issued, fully paid and nonassessable.

          We consent to your filing this opinion as an exhibit to the 
Registration Statement.


                                       Very truly yours,

                                       /s/ Latham & Watkins