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EXHIBIT 5
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THE HOME DEPOT, INC.
2455 PACES FERRY ROAD
ATLANTA, GA 30339-4024
June 8, 2000
Board of Directors
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339
Re: The Home Depot, Inc., Registration Statement on Form S-8
for The Home Depot, Inc. Registered and Amended Employee Stock
Purchase Plan and Home Depot Canada Registered Retirement Savings Plan
(the "Registration Statement")
Ladies and Gentlemen:
In connection with the registration of 500,000 shares of the Common
Stock, par value $.05 per share (the "Securities"), of The Home Depot, Inc.
(the "Company"), issuable under The Home Depot Canada Registered Retirement
Savings Plan, I have examined the following:
1. A copy of the Registration Statement to be filed with the Securities
and Exchange Commission and the Exhibits to be filed with and as a
part of said Registration Statement; and
2. Copies of the minutes of meetings and/or consents of the Board of
Directors of the Company or committees thereof, deemed by me to be
relevant to this opinion.
Further, in connection with this matter, I have reviewed certain of
the Company's proceedings with respect to the authorization of the issuance
of such Securities and with respect to the filing of the Registration
Statement.
Based on the foregoing, it is my opinion that the Securities are duly
authorized and validly issued and, when issued, will be fully paid,
non-assessable and free of preemptive rights.
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Board of Directors
June 8, 2000
Page 2
I consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8. In giving this consent, I do not hereby
admit I come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Kelly R. Caffarelli, Esq.
Kelly R. Caffarelli, Esq.
Corporate Counsel
