
<PAGE>



                             Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022


July 24, 1996

CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas  75240

Ladies and Gentlemen:

We have assisted in the preparation of the Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 2,632,717 shares of common stock, $0.01 par value per share
(the "Shares"), of CompUSA Inc., a Delaware corporation (the "Company"), held
by certain selling stockholders of the Company.

We have examined the Certificate of Incorporation and By-Laws of the Company
and all amendments thereto and have examined and relied on the originals, or
copies certified to our satisfaction, of such records of meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company and such other documents and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.

In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, (ii) the conformity to the originals of all documents
submitted to us as certified or photostatic copies, and (iii) the authenticity
of the originals of the latter documents.

Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly and validly authorized and issued and are fully paid and
non-assessable.

We hereby consent to the use of our name in the Registration Statement and in
the related Prospectus under the caption "Legal Matters" and to the filing of
this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher





