Most people responsible for setting priorities in health have considerable expertise relevant to deciding how to use resources effectively and the kinds of improvements that should be emphasized. Most are also concerned with distributing improvements equitably. Accordingly, they often invoke human rights or principles of distributive justice to legitimize choices that create winners and losers. We propose an approach that draws on the strengths of both perspectives as a way to add legitimacy to efforts to set priorities in health. Our proposal provides a process for setting priorities but is not a formula or an algorithm for generating particular priorities. We propose an approach that would do away with the process through which priorities are set and decisions made, and suggest the value of a focus on the process of legitimizing these decisions.