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EXHIBIT 5
[DICKINSON WRIGHT LLP LETTERHEAD]
September 5, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Kmart Corporation
Conaway Stock Grants
Registration Statement on Form S-8
Gentlemen:
As counsel for Kmart Corporation, a Michigan corporation (the
"Corporation"), we are familiar with the corporate affairs of the Corporation
and particularly with the corporate proceedings relating to the Stock Option
Grant Notices, the Stock Grant Notices, the Restricted Stock Grant Notice, and
the Retention Bonus Stock Grant Notice to Charles C. Conaway (collectively, the
"Stock Grant Notices").
The Stock Grant Notices were duly and legally entered into by the
Corporation as authorized by its Board of Directors.
Based on the above, we are of the opinion that:
1. The Corporation duly and validly has approved the
Stock Grant Notices, taking all necessary corporate
action for that purpose.
2. The shares of Common Stock of the Corporation covered
by the Stock Grant Notices have been duly authorized
and when issued pursuant to the Stock Grant Notices
will be validly issued, fully paid and non-assessable
and no personal liability will attach to the holder
thereof.
3. The Stock Grant Notices are not subject to the
Employee Retirement Income Security Act of 1974, as
amended.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement on Form S-8.
Very truly yours,
DICKINSON WRIGHT PLLC
