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EXHIBIT 5.1
December 6, 2000
Ross Stores, Inc.
8333 Central Avenue
Newark, California 94560
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Ross Stores, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 1,000,000 shares of the Company's
Common Stock, par value $0.01, (the "Shares") pursuant to its Fourth Amended and
Restated Ross Stores, Inc. Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement,
the Plan and related Prospectus, your Certificate of Incorporation and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Stephen W. Fackler
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Stephen W. Fackler
