Exhibit 5.1


[LETTERHEAD OF COVINGTON & BURLING]




                                                                  March 14, 2005

United Natural Foods, Inc.
260 Lake Road
Dayville, CT  06241

      Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

      This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 1,000,000 shares of
Common Stock, par value $0.01 per share (the "Shares"), of United Natural Foods,
Inc., a Delaware corporation (the "Company"), issuable in connection with the
equity awards granted under the Company's 2004 Equity Incentive Plan (the "2004
Plan").

      In this connection, we have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the 2004 Plan, minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, record books of the
Company as provided to us by the Company, and the Certificate of Incorporation
and Bylaws of the Company, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.

      We have assumed that all signatures are genuine, that all documents
submitted to us as originals are authentic and that all copies of documents
submitted to us conform to the originals. We have assumed further that the
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite power and legal
right to issue the Shares.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when such Shares are issued
and paid for in accordance with the terms of the 2004 Plan as contemplated by
the Registration Statement, such Shares will be validly issued, fully paid and
non-assessable.

      We are members of the bar of the District of Columbia. We do not express
any opinion herein on any laws other than the law of the District of Columbia
and the Federal law of the United States of America.



United Natural Foods, Inc.
March 14, 2005
Page 2

      Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

      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. 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,


                                                   /S/ COVINGTON & BURLING