July 23, 2001




Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011

                         Re: Rite Aid Corporation
                         Registration Statement on Form S-1 (File No. 333-70777)
                         -------------------------------------------------------

Ladies and Gentlemen:

                  We have acted as special counsel to Rite Aid Corporation, a
Delaware corporation (the "Company"), in connection with the public offering by
certain selling stockholders of up to 130,516,017 shares (the "Offered Shares")
of the Company's common stock, par value $0.01 per share (the "Common Stock").

                  This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (File No. 333-70777) relating to the Offered
Shares as filed with the Securities and Exchange Commission (the "Commission")
on July 12, 2000 under the Act; (ii) Amendment No. 1 to the Registration
Statement as filed with the Commission on July 23, 2001 under the Act (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (iii) a specimen certificate representing the Common
Stock; (iv) the Restated Certificate of Incorporation of the Company, as amended
to date and currently in effect; (v) the By-Laws of the Company, as amended to
date and currently in effect; and (vi) certain resolutions of the Board of
Directors of the







July 23, 2001
Page 2




Company and of the Executive Committee of the Board of Directors relating to the
original issuance of the Offered Shares, the filing of the Registration
Statement and related matters. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinion set forth herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, its directors and officers, had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. In rendering the opinion set forth
below, we have assumed that the Company has received the entire amount of the
consideration contemplated by the resolutions of the Board of Directors of the
Company or the Executive Committee of the Board of Directors, as the case may
be, authorizing the original issuance for cash or in exchange for indebtedness,
as the case may be, of the Offered Shares. In rendering the opinion set forth
below, we have assumed that the certificates representing the Offered Shares
have been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar and conform to the specimen certificate examined by us evidencing the
Common Stock. As to any facts material to the opinion expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company and
others.

                  Members of our firm are admitted to the bar in the State of
New York and we do not express any opinion as to the laws of any jurisdiction
other than the corporate laws of the State of Delaware, and we do not express
any opinion as to the effect of any other laws on the opinion stated herein.








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                  Based upon and subject to the foregoing, we are of the opinion
that the Offered Shares have been duly authorized and validly issued and are
fully paid and nonassessable.

                  We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.



                                   Very truly yours,




                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP