OPINION OF HUGHES & LUCE LLP

EXHIBIT 5.1

[Hughes & Luce, LLP Letterhead]

December 13, 2002


Wal-Mart Stores, Inc.
702 S.W. 8th 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 certain selling shareholders of the Company identified in
the prospectus contained in the Registration Statement (the "Prospectus") or to
be identified in prospectus supplements to be filed with the Commission in
connection with the Registration Statement of up to 16,000,000 shares of the
Company's common stock, par value $0.10 per share, held by them (the "Common
Stock"). The offering of the Common Stock will be as set forth in the
Prospectus, as supplemented by one or more prospectus supplements. We are
rendering this opinion in connection with the Registration Statement.

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,
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.

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 the shares of Common Stock to be sold by the
selling shareholders identified in the Prospectus have been duly authorized and
validly issued and are fully paid and nonassessable.


The foregoing opinion is limited in all respects to the Constitution of
the State of Delaware and the General Corporation Law and reported judicial
decisions of the State of Delaware. We express no opinion as to the effect of
any other laws of the State of Delaware or 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 Common Stock 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.