
                                                  August 18, 1999



Dollar Tree Stores, Inc.
500 Volvo Parkway
Virginia Beach, VA 23320

                  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  August  18,  1999  (the  "Registration
Statement"),  under the  Securities  Act of 1933,  as amended (the "Act"),  with
respect to the  registration  of 501,600  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 are
duly and validly authorized, issued, fully paid, and non-assessable.

         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, P.C.

