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                                                              , 2005


DSW Inc.
4150 East 5th Avenue
Columbus, Ohio  43219

            RE:   DSW Inc.
                  Registration Statement on Form S-1
                  (File No. 333-123289)

Ladies and Gentlemen:

            We have acted as special tax counsel to DSW Inc., an Ohio
corporation (the "Company"), in connection with the initial public offering by
the Company of up to    shares (including    shares subject to an over-allotment
option) of the Company's class A common shares, without par value (the "Common
Stock") pursuant to the Registration Statement (as defined below). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
set forth in the Registration Statement (as defined below).

            This opinion is being furnished in accordance with the requirements
of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

            In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the registration statement on Form S-1 (File No. 333-123289) as filed with
the Securities and Exchange Commission (the "Commission") under the Act on March
14, 2005 and as amended on May 9, 2005, May 27, 2005, June 7, 2005, and, 2005
(the "Registration Statement"); (ii) the Underwriting Agreement (the
"Underwriting Agreement") entered into by and among the Company, as issuer, and
Lehman Brothers Inc., as authorized representative of the several underwriters
named therein, filed as an exhibit to the Registration Statement; and (iii) such
other documents and

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DSW Inc.
        , 2005
Page 2

records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein. Our opinion is conditioned on, among other things, the initial
and continuing accuracy of the facts, information, and analyses set forth in
such documents and records.

            In addition, we have relied upon statements and representations of
the officers and other representatives of the Company and others, and we have
assumed that such statements and representations are and will continue to be
correct without regard to any qualification as to knowledge or belief.

            For purposes of our opinion, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as facsimile, electronic, certified, conformed, or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be executed,
we have assumed that such parties had, or will have, the power, corporate or
other, to enter into and perform all obligations thereunder, and we have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that such documents
constitute, or will constitute, valid and binding obligations of such parties.

            Our opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury Department regulations promulgated thereunder, judicial
decisions, published positions of the Internal Revenue Service, and such other
authorities as we have considered relevant, all as in effect as of the date of
this opinion and all of which are subject to differing interpretations or change
at any time (possibly with retroactive effect). A change in the authorities or
the truth, accuracy, or completeness of any of the facts, information,
documents, corporate records, covenants, statements, representations, or
assumptions upon which our opinion is based could affect the conclusions
expressed herein. There can be no assurance, moreover, that our opinion
expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.

            Based upon and subject to the foregoing, we are of the opinion that
under current United States federal tax law, although the discussion set forth
in the Registration Statement under the caption "Material U.S. federal income
and estate tax consequences" does not purport to summarize all possible United
States federal tax consequences of the ownership and disposition of Common Stock
by non-United States holders, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal tax
consequences that are anticipated

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DSW Inc.
        , 2005
Page 3

to be material to non-United States holders who purchase Common Stock pursuant
to the Registration Statement.

            Except as set forth above, we express no other opinion. This opinion
is furnished to you solely for your benefit in connection with Registration
Statement and is not to be relied upon by anyone else without our prior written
consent. This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any legal developments
or factual matters arising subsequent to the date hereof or the impact of any
information, document, certificate, record, statement, representation, covenant,
or assumption relied upon herein that becomes incorrect or untrue.

            We hereby consent to the filing this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving these consents, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

                                        Very truly yours,

