EXHIBIT 5



TruServ Corporation                                             October 31, 2001

8600 West Bryn Mawr Avenue
Chicago, Illinois 60631-3505


     RE: PRE-EFFECTIVE AMENDMENT NO. 2 ON FORM S-1 TO FORM S-2
         REGISTRATION STATEMENT (REG. NO. 333-49846)


Ladies and Gentlemen:


     We have acted as counsel to TruServ Corporation (the "Company") in
connection with Pre-Effective Amendment No. 2 on Form S-1 to the Company's Form
S-2 Registration Statement (Reg. No. 333-49846) (such Registration Statement,
as amended by Pre-Effective Amendment No. 2, being hereinafter referred to as
the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") on September 19, 2001.
The Registration Statement relates to the proposed sale of up to $50,000,000 of
Variable Denomination Subordinated Fixed Rate Term Notes (the "Notes") which
may be sold by the Company from time to time as set forth in the prospectus
which forms a part of the Registration Statement (the "Prospectus").


     We have reviewed such records, documents and questions of law as we have
considered necessary as a basis for the opinion expressed below. In our review,
we have assumed the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, the genuineness of all signatures on documents reviewed by us and the
legal capacity of natural persons. We have assumed that the Notes will be
issued and sold in accordance with the terms described in the Prospectus under
"The Note Program."

     Based upon, subject to and limited by the foregoing, we are of the opinion
that, when the Registration Statement has become effective under the Act, upon
issuance and delivery of the Notes against payment of the consideration
therefor, such Notes will be duly issued, valid and binding obligations of the
Company.

     We express no opinion as to the applicability of, compliance with or
effect of the law of any jurisdiction other than United States Federal law, the
General Corporation Law of the State of Delaware and the laws of Illinois.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby 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,


                                        Goldberg, Kohn, Bell, Black, Rosenbloom
                                        & Moritz, Ltd.