
October 24, 1997

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

RE:      Dollar Tree Stores, Inc. Stock Incentive Plan
         Form S-8 under the Securities Act of 1933, as amended


Ladies and Gentlemen:

     We have acted as counsel to Dollar Tree Stores, Inc. (the "Company") in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Act") of 1,350,000 shares of Common Stock of Dollar
Tree Stores, Inc., a Virginia corporation (the "Shares") issuable under the
Dollar Tree Stores, Inc. Stock Incentive Plan (the "Plan") under a
Registration Statement on Form S-8 (the "Registration Statement") expected to
be filed with the Securities and Exchange Commission on October 24, 1997.

     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, when the Shares have been registered under the Act, when the
Company has completed the actions being taken in order to permit issuance of
the Shares in accordance with the securities laws of the various states where
required, and when the Company receives consideration for the Shares in
accordance with the provisions of the Plan and the Shares have been issued by
the Company as provided under the Plan, the Shares will be legally and validly
issued, fully-paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement. 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 and Samuels,
         a Professional Corporation

