[LETTERHEAD OF COVINGTON & BURLING]


                                                                  June 18, 2003

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 1,400,000 shares of
Common Stock, par value $0.01 per share (the "Shares"), of United Natural Foods,
Inc., a Delaware corporation (the "Company"), issuable upon the exercise of
options granted under the Company's 2002 Stock Incentive Plan (the "2002 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 2002 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, 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.

      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 express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the District of Columbia, the Delaware General
Corporation Law statute and the federal laws of the United States of America. To
the extent that any other laws govern the matters as to which we are opining
herein, we have assumed that such laws are identical to the laws of the District
of Columbia, and we are expressing no opinion herein as to whether such
assumption is reasonable or correct.

      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 2002 Plan as contemplated by
the Registration Statement, such Shares will be validly issued, fully paid and
nonassessable.


United Natural Foods, Inc.
June 18, 2003
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


                                                COVINGTON & BURLING