Exhibit 5
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Tel. (414) 273-3500
Fax (414) 273-5198
October 5, 2000
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, Wisconsin 54307-9060
RE: Registration Statement on Form S-8 for the
ShopKo Stores, Inc. 2000 Executive Long Term Incentive Plan
Gentlemen:
We have acted as your counsel in connection with
the preparation of the Registration Statement on Form S-
8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to 300,000
shares of Common Stock, $0.01 par value per share (the
"Shares"), of ShopKo Stores, Inc., a Wisconsin
corporation (the "Company"), issuable pursuant to the
Company's 2000 Executive Long Term Incentive Plan (the
"Plan").
We have examined: (i) the Plan, the Plan's
prospectus, and the Registration Statement, (ii) the
Company's Articles of Incorporation and By-Laws, (iii)
certain resolutions of the Company's Board of Directors
and (iv) such other proceedings, documents and records
as we have deemed necessary to enable us to render this
opinion.
In examining the foregoing documents, we have
assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or
facsimile copies, and the authenticity of the originals
of any such documents.
Based upon and subject to the foregoing, we are of
the opinion that the Shares, upon issuance in
accordance with the terms of the Plan, will be duly
authorized, validly issued, fully paid and non-
assessable, except to the extent provided in Section
180.0622(2)(b) of the Wisconsin Statutes, or any
successor provision, which provides that shareholders
of a corporation organized under Chapter 180 of the
Wisconsin Statutes may be assessed up to the par value
of their shares to satisfy the obligations of such
corporation to its employees for
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services rendered, but not exceeding six months service
in the case of any individual employee. Certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
