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                                                                    Exhibit 5.1


             [LETTERHEAD OF HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS]

                                  June 6, 1997


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 June 6, 1997 (the "Registration 
Statement"), under the Securities Act of 1933, as amended (the "Act"), with 
respect to the registration of 4,025,000 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 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,

                                  /s/ HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS
                                 a Professional Corporation


