
                                                                   EXHIBIT 5.1



                             [FF&M LETTERHEAD]
                       FRAZIER, FRAZIER & MAHLER, L.L.P.
                            Post Office Drawer 1559
                            Greensboro, NC  27402
                                (910) 378-9411


                                  September 5, 1997



Unifi, Inc.
7201 West Friendly Avenue
Greensboro, NC  27410

     Re:  Registration Statement on Form S-8 of the Unifi, Inc. 1996 Incentive
          Stock Option Plan and the Unifi, Inc. 1996 Non-Qualified Stock 
          Option Plan

Gentlemen:

     We have acted as counsel to Unifi, Inc., a New York corporation (the 
"Corporation"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on September 5, 1997, of the Unifi, Inc. 1996 Incentive
Stock Option Plan and the Unifi, Inc. 1996 Non-Qualified Stock Option Plan (the
"Plans").  This opinion letter is Exhibit 5.1 to the Registration Statement.

     In rendering this opinion, we have relied upon an officer's certificate
as to corporate action taken heretofore taken with respect to the Plans.  We 
have also relied on an opinion of counsel licensed to practice law in the State
of New York, as to matters of law in that state.

     Based on the foregoing, we are of the opinion that Shares of the 
Corporation's Common Stock, $.10 par value, to be issued by the Corporation
pursuant to the terms and conditions of the Plans, are legally authorized, and 
when such Shares shall have been issued upon the terms and conditions set forth 
in the Plans, then such Shares shall be validly issued, fully paid and
nonassessable.

     We hereby consent (1) to be named in the Registration Statement as 
attorneys who passed upon the legality of the Shares, and (2) to the filing of
a copy of this opinion as Exhibit 5.1 to the Registration Statement.

                                  Very truly yours,

                                  FRAZIER, FRAZIER & MAHLER, L.L.P.



