
                                                               Exhibit 5.1







                                                       May 23, 1996


Dollar Tree Stores, Inc.
2555 Ellsmere Avenue
Norfolk, VA 23513

                       Re: Public Offering

Ladies and Gentlemen:

     We have acted as counsel to you in connection with the filing of a
Registration Statement on Form S-3 on May 23, 1996 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of 3,737,500 shares of Common Stock of
Dollar Tree Stores, Inc., a Virginia corporation (the "Shares"). 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 the Shares when issued and paid for as will be described in the
definitive prospectus with respect to the Registration Statement will be duly
and validly authorized, issued, fully paid, and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the heading "Legal Matters" in
the Prospectus. 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,



                                HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS,
                                  a Professional Corporation

                                By: /s/ William A. Old, Jr.
                                   -----------------------------------
                                      William A. Old, Jr., Principal


