
                                                                     Exhibit 5.1

                             Hofheimer Nusbaum, P.C.
                         Attorneys and Counselors at Law

                               999 Waterside Drive
                               1700 Dominion Tower
                             Norfolk, Virginia 23510


                                 April 28, 2000


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 the  date  hereof  (the  "Registration
Statement"),  under the  Securities  Act of 1933,  as amended (the "Act"),  with
respect to the  registration of 1,800,000  shares of Common Stock of Dollar Tree
Stores,  Inc., a Virginia  corporation  (the "Shares") to be issued  pursuant to
that certain Merger Agreement (the "Merger  Agreement") dated April 5, 200 among
the Company, Dollar Express, Inc., the shareholders of Dollar Express, Inc., and
DT  Keystone,  Inc.  in the  event the  transactions  contemplated  therein  are
consummated.  A copy of the Merger Agreement was filed by the Company as Exhibit
2.1 to its Form 8-K  filed  April  11,  2000 with the  Securities  and  Exchange
Commission.

     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 Merger Shares,  when  converted in the manner  described in the
Merger Agreement (including all exhibits thereto) and in compliance with the Act
and applicable state Blue Sky laws, will be 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.

