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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
September 12, 2000
Cost Plus, Inc.
200 4th Street
Oakland, CA 94607
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the registration statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about September 12, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 350,000 shares of Common
Stock reserved for issuance under the 1995 Stock Option Plan, as amended, and
100,000 shares of Common Stock reserved for issuance under the 1996 Director
Option Plan, as amended (together, the "Plans"). As legal counsel for Cost Plus,
Inc., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the shares of Common Stock under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
