OPINION OF HUGHES & LUCE
Published on March 31, 1997
EXHIBIT 5(a)
[Hughes & Luce, L.L.P. Letterhead]
March 31, 1997
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716
Re: Registration Statement on Form S-8 for the Wal-Mart Stores, Inc.
Director Compensation Plan
Ladies and Gentlemen:
We have acted as special counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of shares (the "Shares") of the Company's
common stock, $.10 par value per share, issuable under the Wal-Mart Stores, Inc.
Director Compensation Plan (the "Plan"). The Shares are being registered
pursuant to a registration statement on Form S-8 to be filed with the Securities
and Exchange Commission on or about March 31, 1997 (the "Registration
Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued in accordance with the terms of the Plan, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Hughes & Luce, L.L.P.