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                                                                       EXHIBIT 5


                     [Jackson & Walker, L.L.P. Letterhead]


                               December 17, 1996

CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240

          Re:  Registration Statement on Form S-8 of CompUSA Inc.

Gentlemen:

          We are acting as counsel for CompUSA Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 4,000,000 shares
of the Company's Common Stock, par value $0.01 per share (the "Shares"), in
respect of the Company's Long-Term Incentive Plan (the "Plan").  A Registration
Statement on Form S-8 covering the offering and sale of the Shares (the
"Registration Statement") is expected to be filed with the Securities and
Exchange Commission (the "Commission") on or about the date hereof.

          In reaching the conclusions expressed in this opinion, we have
examined and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Restated and Amended Certificate of
Incorporation, the Restated and Amended Bylaws of the Company and a copy of the
Plan.  In making the foregoing examinations, we have assumed the genuineness of
all signatures on original documents, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
copies submitted to us.

          Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas, the
General Corporation Law of the State of Delaware  and the federal laws of the
United States of America, it is our opinion that the Shares, when sold by the
Company in respect of the Plan, will be validly issued, fully paid and
nonassessable.

          We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.  In giving this consent, we do not 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 Commission promulgated thereunder.

                                         Very truly yours,

                                         /s/ Jackson & Walker, L.L.P.
