EXHIBIT 5.1





October 4, 2000

ICON Health & Fitness, Inc.
1500 South, 1000 West
Logan, Utah 84321

Re:   Registration Statement on Form S-4
      File No. 333-93711
      -----------------------------------

Ladies and Gentlemen:

      We are counsel for ICON Health & Fitness, Inc., a Delaware corporation
(the "Company"), and have acted as such in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No.
333-93711) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering up to $44,282,000 aggregate principal
amount at maturity of outstanding 12% Notes Due 2005 (the "New Notes") offered
in exchange for up to $44,282,000 aggregate principal amount at maturity of
outstanding 12% Notes Due 2005, originally issued and sold in reliance upon an
exemption from registration under the Securities Act (the "Original Notes").

      The Original Notes were issued under, and the New Notes are to be issued
under, an indenture (the "Indenture"), dated as of September 27, 1999, entered
into between the Company, as issuer, the subsidiary guarantors named therein,
and The Bank of New York, as successor to IBJ Whitehall Bank & Trust Company, as
trustee (the "Trustee"). The exchange will be made pursuant to an exchange offer
contemplated by the Registration Statement (the "Exchange Offer"). Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
them in the prospectus included in the Registration Statement.

      In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the Original Notes, the form
of the New Notes, the Certificate of Incorporation and By-Laws of the Company
and such other documents, corporate records, certificates or other instruments
as in our judgment are necessary or appropriate to enable us to render the
opinions expressed below. As to certain factual matters, we have relied upon
certificates of public officials, certificates and statements (including
representations and warranties as to facts set forth in any of the documents
referred to herein) of officers of the Company, and such other documents as we
have deemed necessary or appropriate for this opinion. In such examinations, we
have assumed the



ICON Health & Fitness, Inc.
October 4, 2000
Page 2


accuracy of all documents and information furnished to us, the genuineness of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified, conformed or photostatic copies
thereof, as well as the genuineness of all signatures on all such documents.

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

            1.    The execution and delivery of the Indenture has been duly
      authorized by the Company, and the Indenture constitutes a legal, valid
      and binding obligation enforceable against the Company in accordance with
      the terms thereof, except insofar as enforceability thereof may be limited
      by (a) usury, bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting creditors' rights generally, or (b) general
      principles of equity.

            2.    The New Notes have been duly authorized by the Company and,
      when duly executed by the proper officers of the Company, duly
      authenticated by the Trustee and issued by the Company in accordance with
      the terms of the Indenture and the Exchange Offer, will constitute legal,
      valid and binding obligations of the Company, will be entitled to the
      benefits of the Indenture and will be enforceable against the Company in
      accordance with their terms, except insofar as enforceability thereof may
      be limited by (a) usury, bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting creditors' rights generally, or
      (b) general principles of equity.

      This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. We do not
express an opinion as to matters arising under the laws of any jurisdiction
other than the laws of the State of New York, the Delaware General Corporation
Law, the Delaware constitution and the Federal laws of the United States.

      We hereby consent to being named as counsel for the Company in the
Registration Statement and under the caption "Legal Matters" in the prospectus
included in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher