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                                                                  Exhibit 5

                                  [LETTERHEAD]


                                 August 31, 1999


Board of Directors
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055

Re:      Opinion of Counsel as to Legality of 22,000,000 Shares of Common Stock
         to be Registered Under the Securities Act of 1933

Ladies and Gentlemen:

This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 22,000,000 shares of Common Stock, $.1667
par value, of Dayton Hudson Corporation (the "Company") offered to employees and
directors of the Company pursuant to the Dayton Hudson Corporation Long-Term
Incentive Plan of 1999 (the "Plan").

As counsel for the Company, I advise you that it is my opinion, based on my
familiarity with the affairs of the Company and upon my examination of pertinent
documents, that the 22,000,000 shares of Common Stock to be offered to the
employees and directors of the Company under the Plan, will, when paid for and
issued pursuant to the terms of the Plan, be validly issued and lawfully
outstanding, fully paid and non-assessable shares of Common Stock of the
Company.

The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the registration statement
with respect to the aforementioned shares of Common Stock under the Securities
Act of 1933.

Very truly yours,

  /s/ Timothy R. Baer
  ---------------------
Timothy R. Baer,
Assistant General Counsel

