OPINION OF ALLISON D. GARRETT
Published on July 31, 1998
EXHIBIT 5(a)
[OPINION OF ALLISON D. GARRETT]
July 31, 1998
Wal-Mart Stores, Inc.
702 S.W. 8th Street
Bentonville, Arkansas 72716
Re: Registration Statement on Form S-8 for the Stock
Incentive Plan of 1998
Ladies and Gentlemen:
As Senior 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, of shares (the
"Shares") of the Company's common stock, $.10 par value per share, issuable
under the Wal-Mart Stores, Inc. Stock Incentive Plan of 1998 (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 July *, 1998
(the "Registration Statement").
In connection with this opinion, I have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. In all such examinations, I have assumed that all signatures on all
documents presented to me are genuine, that all documents submitted to me as
originals are accurate and complete and that all documents submitted to me as
copies are true and correct copies of the originals thereof. I 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, I am 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.
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,
/s/ Allison D. Garrett
Allison D. Garrett
Senior Corporate Counsel
Wal-Mart Stores, Inc.