EXHIBIT 5.1

                               HUNTON & WILLIAMS
                          RIVERFRONT PLAZA--EAST TOWER
                               951 E. BYRD STREET
                            RICHMOND, VIRGINIA 23219

June 11, 2002

Board of Directors
Weight Watchers International, Inc.
175 Crossways Park West
Woodbury, New York 11797-2055

                      WEIGHT WATCHERS INTERNATIONAL, INC.
            REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-89444)

Ladies and Gentlemen:

    We have acted as special Virginia counsel for Weight Watchers
International, Inc., a Virginia corporation (the "Company"), in connection with
the Registration Statement on Form S-3 (File No. 333-89444), as filed by the
Company with the Securities and Exchange Commission (the "Commission") on
May 31, 2002 (as amended, the "Registration Statement") pursuant to the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the sale by certain of the Company's shareholders named in the
Registration Statement in an underwritten public offering of 20,125,000 shares
(including 2,625,000 shares subject to the underwriters' over-allotment option)
of the Company's common stock, no par value (the "Common Stock"), together with
an equal number of rights (initially attached to, and evidenced by certificates
for, the Common Stock) to purchase Series B Preferred Stock, no par value, of
the Company (the "Rights" and, collectively with the Common Stock, the
"Shares").

    This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

    In connection with the foregoing, we have examined and relied upon originals
or copies, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company, each as amended to date, (ii) actions of the
Board of Directors of the Company authorizing the filing of the Registration
Statement and related matters, (iii) the Registration Statement and exhibits
thereto and (iv) such other documents, instruments or other information as we
deemed necessary or appropriate in rendering our opinion.

    For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals and (iii) the due
authorization, execution and delivery of all documents by all parties and the
validity and binding effect thereof (other than the authorization, execution and
delivery of documents by the Company).

    As to various questions of fact material to this opinion, we have relied, to
the extent we deem reasonably appropriate, upon representations or certificates
of officers or directors of the Company, certificates of governmental
authorities and documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
representations, certificates, documents, records and instruments.

    We are members of the Virginia state bar and do not purport to express an
opinion on any laws other than the laws of the Commonwealth of Virginia.

    Based upon the foregoing, we are of the opinion that:

    1.  The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.

    2.  The Shares have been duly authorized and validly issued and are fully
paid and nonassessable.

    We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act or the rules and regulations
promulgated thereunder by the Commission.

                                          Very truly yours,
                                          /S/ HUNTON & WILLIAMS

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