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                                                                       EXHIBIT 5



                                 March 17, 1998





Williams-Sonoma, Inc.
100 North Point Street
San Francisco, California 94133

        Re:    Amended and Restated 1993 Stock Option Plan

Ladies and Gentlemen:

        We have acted as counsel to Williams-Sonoma, Inc., a California
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission with respect to the registration of an additional 500,000 shares of
common stock, $.01 par value, of the Company (the "Shares") issuable under its
Amended and Restated 1993 Stock Option Plan (the "Plan").

        As such counsel, we have examined such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate in order
to enable us to render this opinion. Based on the foregoing and our examination
of such questions of law as we deem necessary, we are of the opinion that the
Shares will, when issued in accordance with the Plan, be validly issued, fully
paid and non-assessable.

        We consent to the use of this opinion as an exhibit to the Registration
Statement. Except as set forth in this paragraph, this opinion is furnished
solely for your benefit and may not be relied upon by, nor copies delivered to,
any other person or entity without our prior written consent.


                                       Sincerely,

                                       /s/ Irell & Manella LLP



                                       Irell & Manella LLP


