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                                                                       EXHIBIT 5

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA  94301-1825
Phone:  650-328-6561     Fax:  650-327-3699  www.gcwf.com

September 30, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for bebe stores, inc., a California corporation (the Company"),
we are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 3,580,000 shares of the Common
Stock, $0.001 par value, of the Company which may be issued pursuant to the 1997
Stock Plan (the "Stock Plan") and the 1998 Employee Stock Purchase Plan (the
"Purchase Plan").

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed.  In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.  We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.

Based on such examination, we are of the opinion that the 3,580,000 shares of
Common Stock which may be issued pursuant to the Stock Plan and the Purchase
Plan, are duly authorized shares of the Company's Common Stock, and, when issued
against receipt of the consideration therefor in accordance with the provisions
of the Stock Plan and the Purchase Plan will be validly issued, fully paid and
nonassessable.  We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP
