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EXHIBIT 5.1 - OPINION OF LEGAL COUNSEL
July 12, 2000
Dollar Tree Stores, Inc.
500 Volvo Parkway
Chesapeake, VA 23320
RE: Dollar Tree Stores, Inc. Stock Incentive Plan
Form S-8 under the Securities Act of 1933
Ladies and Gentlemen:
We have acted as counsel to Dollar Tree Stores, Inc. (the "Company") in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Act") of 4,500,000 shares of Common Stock of Dollar Tree
Stores, Inc., a Virginia corporation (the "Shares") issuable under the Dollar
Tree Stores, Inc. Stock Incentive Plan, as amended (the "Plan") under a
Registration Statement on Form S-8 (the "Registration Statement") expected to be
filed with the Securities and Exchange Commission on or about July 12, 2000.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and, based thereon, we are of the
opinion that, when the Shares have been registered under the Act, when the
Company has completed the actions being taken in order to permit issuance of the
Shares in accordance with the securities laws of the various states where
required, and when the Company receives consideration for the Shares in
accordance with the provisions of the Plan and the Shares have been issued by
the Company as provided under the Plan, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. 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.
