February 13, 1997


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     RE: USANA, INC. REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     As legal counsel for USANA, Inc., a Utah corporation (the "Company"), we 
are rendering this opinion in connection with the preparation and filing of a 
registration statement on Form S-3 (the "Registration Statement") relating to 
the registration under the Securities Act of 1933, as amended, of
the USANA, Inc. Distributor Stock Purchase Plan (the "Plan") and 100,000 
shares of Common Stock, no par value (the "Common Stock") to be offered and 
sold by the Selling Stockholder to the Plan through the Plan's independent 
agent.

     We have examined such instruments, documents and records as we deemed 
relevant and necessary for the basis of our opinion hereinafter expressed.  In
such examination, we have assumed the genuineness of all signatures and the 
authenticity of all documents submitted to us as originals and the conformity 
to the originals of all documents submitted to us as copies.

     Based on such examination, we are of the opinion that the Plan interests 
and the 100,000 shares of Common Stock of the Company being registered pursuant
to the Registration Statement and to be sold by the Selling Stockholder are,
respectively, duly authorized securities of the Company and, in the case of the
Common Stock, duly authorized shares of Common Stock which, when sold, will be
validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement referred to above and the use of our name wherever it 
appears in said Registration Statement.

     This opinion is to be used only in connection with the Plan and the 
issuance of the Common Stock while the Registration Statement is in effect.

                               Respectfully submitted,


                               /s/ Durham, Evans, Jones & Pinegar
                               ----------------------------------
                               DURHAM, EVANS, JONES & PINEGAR,
                               A Professional Corporation