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Exhibit 5
September 14, 2000
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
Re: Registration Statement on Form S-8
Value City Department Stores, Inc.
Amended and Restated 1991 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Value City Department Stores, Inc., an
Ohio corporation ("Value City"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement"), filed by Value City with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the registration of an additional 1,000,000 shares of Value City
Common Stock, without par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents, and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR LLP
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PORTER, WRIGHT, MORRIS & ARTHUR LLP
