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EXHIBIT 5.1
Hofheimer Nusbaum, P.C.
999 Waterside Drive
Dominion Tower, Suite 1700
Norfolk, Virginia 23510
August 1, 2000
Dollar Tree Stores, Inc.
500 Volvo Parkway
Chesapeake, Virginia 23320
Re: Dollar Tree Stores, Inc. -- Registration Statement on Form S-3
Common Stock, $0.01 par value
Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement"), as amended, first filed on July 12, 2000 with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), with respect to the registration of up to
17,250,000 shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), and any shares that may be registered pursuant to any
subsequent registration statement the Company may hereafter file with the
Commission in connection with such transaction pursuant to Rule 462(b) under the
Act (collectively, the "Shares"), you have requested our opinion with respect to
the matters set forth below.
Of the Shares being registered, (i) 12,997,848 shares of Common Stock are
presently issued and outstanding shares of Common Stock (the "Outstanding
Shares") and (ii) 4,252,152 shares of Common Stock are issuable upon the
exercise of certain outstanding warrants of the Company (the "Warrant Shares")
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely and
properly completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals and copies certified or otherwise identified to our satisfaction, of
all such documents, corporate records and instruments as we have deemed
necessary or appropriate for purposes of this opinion.
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In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the Virginia Stock Corporation Act, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local
agencies within the state.
Subject to the foregoing, it is our opinion that:
1. The Outstanding Shares have been duly authorized and validly issued and
are fully paid and nonassessable.
2. The Warrant Shares have been duly authorized, and, upon issuance,
delivery and payment therefor in the manner contemplated by the warrants issued
by the Company, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" and to the incorporation by reference of this opinion and consent into
a registration statement filed with the Commission pursuant to Rule 462(b) under
the Act relating to the Shares. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Securities and Exchange
Commission promulgated under the Act.
Very truly yours,
/s/ Hofheimer Nusbaum, P.C.
