
                                                                   EXHIBIT 5



                     [Letterhead of Davis Polk & Wardwell]


                                April 17, 1997



CVS Corporation
One CVS Drive
Woonsocket, RI  02895

Ladies and Gentlemen:

               We have acted as counsel to CVS Corporation ("CVS") in
connection with CVS' Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by CVS of shares (the "Shares") of common stock, par value $.01
per share, of CVS to be issued in connection with the merger of North
Acquisition Corp. ("Merger Subsidiary"), a wholly-owned subsidiary of CVS,
with and into Revco D.S., Inc. ("Revco") pursuant to the terms of the
Agreement and Plan of Merger dated as of February 6, 1997, as amended as of
March 19, 1997, among CVS, Revco and Merger Subsidiary (the "Merger
Agreement").

               We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates and other instruments, and have conducted such other
investigations of fact and law, as we have deemed necessary or advisable for
the purposes of this opinion.

               In rendering this opinion we have assumed that prior to the
issuance of any of the Shares (i) the Registration Statement, as then amended,
will have become effective under the Securities Act, (ii) the stockholders of
CVS will have approved the issuance of the Shares in connection with the
Merger, (iii) the stockholders of Revco will have approved and adopted the
Merger Agreement, and (iv) the transactions contemplated by the Merger
Agreement are consummated.

               On the basis of the foregoing, we are of the opinion that the
Shares have been duly authorized and the Shares, when issued and delivered in
accordance with the terms and conditions of the Merger Agreement, will be
validly issued, fully paid and non-assessable.

               We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and the General Corporation Law of the
State of Delaware.

               We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.  In addition, we consent to the reference to us
under the captions "The Merger--Background of the Merger" and "Legal Matters"
in the Joint Proxy Statement/Prospectus constituting a part of the Registration
Statement.

                                                Very truly yours,


                                                Davis Polk & Wardwell

