OPINION OF HUGHES & LUCE LLP

EXHIBIT 5.1

[Hughes & Luce, LLP Letterhead]

December 13, 2002


Wal-Mart Stores, Inc.
702 S.W. 8/th/ Street
Bentonville, Arkansas 72716

Re: Registration Statement on Form S-3 of Wal-Mart Stores, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") relating to the offering
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), by the Company of up to $10,000,000,000 aggregate principal
amount, or the equivalent thereof in one or more foreign or composite
currencies, of the Company's debt securities (the "Debt Securities"). The
offering of the Debt Securities will be as set forth in the prospectus contained
in the Registration Statement (the "Prospectus"), as supplemented by one or more
prospectus supplements. We are rendering this opinion in connection with the
Registration Statement.

The Debt Securities will be issued pursuant to and governed by an
indenture, dated as of December 11, 2002 (the "Indenture"), between the Company
and Bank One Trust Company, NA, as indenture trustee. The Company may establish
one or more series of the Debt Securities (each, a "Series") in accordance with
the terms of the Indenture from time to time.

In rendering this opinion, we have examined and relied upon, without
investigation or independent verification, executed originals, counterparts or
copies of the Restated Certificate of Incorporation and the by-laws of the
Company, each as amended and restated to date, the Registration Statement, the
Indenture, resolutions of the executive committee of the Board of Directors of
the Company and such other documents, records and certificates as we considered
necessary or appropriate to enable us to express the opinions set forth herein.
In all such examinations, we have assumed the authenticity and completeness of
all documents submitted to us as originals and the conformity to authentic and
complete originals of all documents submitted to us as photostatic, conformed,
notarized or certified copies.

In rendering this opinion, we have assumed that (i) all information
contained in all documents reviewed by us is true and complete, (ii) each
natural person signing any document reviewed by us had the legal capacity to do
so, (iii) each person signing in a representative capacity (other than on behalf
of the Company) had the authority to sign in such capacity, (iv) the
Registration Statement and any amendments thereto (including any post-effective


amendment thereto) will have become effective and will comply with all
applicable laws, (v) a prospectus supplement will have been prepared and filed
with the Commission describing the Debt Securities offered thereby in accordance
with all applicable laws, (vi) all Debt Securities will be issued and sold in
compliance with all applicable federal and state securities laws and in the
manner stated in the Registration Statement and the applicable prospectus
supplement, (vii) a definitive purchase, underwriting or similar agreement with
respect to any Debt Securities offered (each, an "Underwriting Agreement") will
have been duly authorized and validly executed and delivered by the Company and
the other parties thereto, and (viii) at or prior to the time of delivery of
each Debt Security, the authorization of the Series of which that Debt Security
is a part will not be modified or rescinded, and there will not have occurred
any change in law affecting the validity or enforceability of that Debt
Security.

As to facts material to our opinion, we have relied, to the extent that
we deem such reliance proper and without investigation or independent
verification, upon certificates of public officials and officers or other
representatives of the Company.

Based on the foregoing and subject to the qualifications set forth
below, we are of the opinion that, with respect to the Debt Securities of a
Series to be offered and sold in reliance upon the Registration Statement, if
(a) the Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended, (b) the Company has taken all necessary corporate action to
establish the Series of which the Debt Securities are a part and to approve the
issuance and the terms of the Series of which the Debt Securities are a part and
of the Debt Securities of that Series, the terms of the offering thereof and
related matters, (c) the terms of the Series and the Debt Securities and of
their issuance and sale have been established so as not to violate any
applicable law, rule or regulation or result in a default under or breach of any
agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and (d) the Debt Securities, and any Series of
which the Debt Securities are a part, have been established, executed,
authenticated, issued and delivered in accordance with the Indenture and any
Supplemental Indenture, Board Resolution and Series Terms Certificate relating
to any such Series and the definitive Underwriting Agreement approved by all
necessary corporate action of the Company, upon payment of the consideration for
such Debt Securities as provided for therein, then the Debt Securities issued by
the Company will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, and will be
entitled to the benefit of the Indenture.

The foregoing opinion is qualified to the extent that the
enforceability of any document, instrument or Debt Security may be limited by or
subject to (i) the effects of bankruptcy, insolvency, moratorium,
reorganization, liquidation, rearrangement, probate, conservatorship, fraudulent
conveyance or transfer, or other similar laws (including court decisions) now or
hereafter in effect relating to or affecting creditors' rights and remedies
generally or providing for the relief of debtors, or general principles of
equity (regardless of whether such remedies are sought in a proceeding in equity
or at law) or public policy, (ii) the refusal of a particular court to grant (a)
equitable remedies, including, without limiting the generality of the foregoing,
specific performance and injunctive relief, or (b) a particular remedy sought
under the Indenture as opposed to another remedy provided for therein or another
remedy available at law or in equity;


and (iii) with respect to any Debt Securities denominated in a currency other
than United States dollars, the requirement that a claim (or a foreign currency
judgment in respect of such a claim) with respect to such Debt Securities be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or governmental authority.

We express no opinions concerning (i) the validity or enforceability of
(a) severability clauses, or (b) any provisions contained in the Indenture that
purport to waive or not give effect to rights to notice, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable
law, or (ii) the enforceability of indemnification provisions to the extent they
purport to relate to liabilities resulting from or based on negligence or any
violation of any federal or state securities laws.

We note that the enforceability of specific provisions of the Indenture
and the Debt Securities may be subject to (a) standards of reasonableness and
"good faith" limitations and obligations such as those provided in the New York
Uniform Commercial Code and similar applicable principles of common law and
judicial decisions, and (b) the course of dealings between the parties, the
usage of trade and similar provisions of common law and judicial decision.

With respect to Section 8.07(i) of the Indenture, we express no opinion
with respect to the enforceability of the parenthetical clause thereof relating
to the limitations on the compensation of trustees.

With respect to Section 12.01 of the Indenture we express no opinion as
to the enforceability of any of these provisions to the extent that any of them
purport to waive liability for violation of securities laws.

The foregoing opinion is limited in all respects to matters under and
governed by the internal laws and regulations of the State of New York
(exclusive of conflict of law principles) as each is in force and effect as of
the date of this opinion. We do not express any opinion as to the laws of any
other jurisdiction.

This opinion letter may be filed as an exhibit to the Registration
Statement. We also consent to the reference to this firm as having passed on the
validity of the Debt Securities under the caption "Legal Matters" in the
Prospectus. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Hughes & Luce, L.L.P.