

                                 EXHIBIT 5



                                                                     EXHIBIT 5


                   [Letterhead of Davis Polk & Wardwell]

                             September 3, 1997



CVS Corporation
One CVS Drive
Woonsocket, RI  02895

Ladies and Gentlemen:

               We have acted as special counsel to CVS Corporation ("CVS") in
connection with CVS' Registration Statement on Form S-8 (the "Registration
Statement") filed on the date hereof 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 "Plan Shares") of
common stock, par value $.01 per share of CVS to be issued pursuant to the
CVS 1996 Directors Stock Plan, the CVS Omnibus Stock Incentive Plan, and
the CVS 1989 Directors Stock Option Plan (collectively, the "CVS Plans").

               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 Plan Shares the Registration Statement, as then
amended, will have become effective under the Securities Act.

               On the basis of the foregoing, we are of the opinion that the
Plan Shares have been duly authorized, and when issued and delivered in
accordance with the terms and conditions of the CVS Plans, 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.



                                             Very truly yours,



                                             Davis Polk & Wardwell

