[Letterhead of PITNEY, HARDIN, KIPP & SZUCH LLP]



                                                              July 31, 2000

Linens 'n Things, Inc.
6 Brighton Road
Clifton, New Jersey  07015

                  Re: Registration Statement on Form S-8
                      Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan
                      ----------------------------------------------------------


         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Linens 'n Things, Inc. (the "Company")
with the Securities and Exchange  Commission in connection with the registration
under the  Securities  Act of 1933, as amended (the "Act") of two million shares
of common  stock of the  Company,  $0.01 par  value  per  share  (the  "Shares")
issuable  pursuant to the Linens 'n Things,  Inc. 2000 Stock Award and Incentive
Plan (the "Plan").

         We have also  examined  originals,  or copies  certified  or  otherwise
identified to our  satisfaction,  of the Plan, the Certificate of  Incorporation
and By-Laws of the Company, as currently in effect, and relevant  resolutions of
the Board of Directors of the Company.  We have examined such other documents as
we deemed necessary in order to express the opinion hereinafter set forth.

         In our  examination of such documents and records,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.

         Based  on  the  foregoing,  we  are  of  the  opinion  that,  when  the
Registration  Statement has become effective under the Act, the Shares, when and
as issued in  accordance  with the terms of the Plan,  will be  legally  issued,
fully paid and non-assessable.

         The  foregoing  opinion is limited  to the  federal  laws of the United
States and the laws of the State of Delaware,  and we are  expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We  hereby  consent  to  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange  Commission
thereunder.


                                               Very truly yours,



                                               PITNEY, HARDIN, KIPP & SZUCH LLP