EXHIBIT 5





December 19, 2002


Members of the Board of Directors
The Charles Schwab Corporation
120 Kearny Street
San Francisco, CA  94108



Dear Board Members:


         I am an Assistant Corporate Secretary of The Charles Schwab Corporation
(the "Registrant") and Vice President, Associate General Counsel and Assistant
Corporate Secretary of Charles Schwab & Co., Inc. I am rendering this opinion in
my capacity as counsel to the Registrant in connection with the registration
under the Securities Act of 1933, as amended, of shares of the Registrant's
common stock, $0.01 par value (the "Common Stock"), pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
Registrant's Employee Stock Incentive Plan (the "Plan"). The Registration
Statement is to be filed by the Registrant with the Securities and Exchange
Commission on or about December 19, 2002.


         I have examined or caused to be examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion. On the basis of such
examination, it is my opinion that the Common Stock, when issued in the manner
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.

         I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                                     Sincerely,



                                                     /s/ WILLIE C. BOGAN
                                                     _________________________
                                                     Willie C. Bogan
                                                     Associate General Counsel