DURHAM, EVANS, JONES & PINEGAR, P.C.
                  50 South Main Street, Suite 850
                     Salt Lake City, Utah 84144


                        March 19, 1996



USANA, Inc.
4550 South Main Street
Salt Lake City, Utah 84107


        Re:    Registration Statement on Form S-8 relating to USANA, Inc.
               Long-Term Stock Investment and Incentive Plan (the "Plan")

Dear Sirs:

     We have acted as counsel for USANA, Inc., a Utah corporation
(the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of
700,000 shares of the Company's Common Stock, par value $.001 per
share (the "Shares"), to be issued in accordance with the terms of
the Plan.

     In connection with the foregoing, we have examined originals
or copies, certified or otherwise authenticated to our
satisfaction, of such corporate records of the Company and other
instruments and documents as we have deemed necessary to require as
a basis for the opinion hereinafter expressed.

     Based upon the foregoing and in reliance thereon, it is our
opinion that the Shares described in the above-referenced
Registration Statement, when issued pursuant to the terms of the
Plan, will be validly issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration statement and the prospectus to be delivered
thereunder.  In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                 Sincerely,

                                 DURHAM, EVANS, JONES & PINEGAR, P.C.

                                /s/ DURHAM, EVANS, JONES & PINEGER, P.C.
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