OPINION OF ALLISON D. GARRETT
Published on June 16, 1998
EXHIBIT 5.1
OPINION OF ALLISON D. GARRETT
[LETTERHEAD OF ALLISON D. GARRETT]
June 16, 1998
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716-8095
Ladies and Gentlemen:
As Service Corporate Counsel to Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), I have acted on its behalf in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
14,710,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), held by Walton Enterprises, L.P. (the "Selling Stockholders")
as described in the Registration Statement of the Company on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, I have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as I
considered necessary or appropriate for enabling me to express the opinions set
forth herein. In all such examinations, I have assumed the authenticity and
completeness of all documents submitted to me as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, I am of the opinion that such shares of Common
Stock have been duly authorized, validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement
and I also consent to the use of my name in the Registration Statement and the
related Prospectus.
Very truly yours,
Allison D. Garrett
Senior Corporate Counsel
Wal-Mart Stores, Inc.