Exhibit 5.1



                                          , 2004

The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101-1799



         Re:      The May Department Stores Company
                  Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as special counsel to The May Department Stores Company,
a New York corporation (the "Company"), and The May Department Stores Company, a
Delaware corporation (the "Guarantor"), in connection with the public offering
of up to $400,000,000 aggregate principal amount of the Company's 3.95% Notes
due 2007, $600,000,000 aggregate principal amount of the Company's 4.80% Notes
due 2009, $500,000,000 aggregate principal amount of the Company's 5.75% Notes
due 2014, $300,000,000 aggregate principal amount of the Company's 6.65%
Debentures due 2024 and $400,000,000 aggregate principal amount of the Company's
6.70% Debentures due 2034 (collectively, the "Exchange Notes"). The Indenture,
dated as of June 17, 1996 (the "Indenture"), by and among the Company, the
Guarantor and J.P. Morgan Trust Company, National Association (as successor to
Bank One Trust Company, N.A., the successor to The First National Bank of
Chicago) as trustee (the "Trustee"), provides for the guarantee of the Exchange
Notes by the Guarantor to the extent set forth in the Indenture (the
"Guarantee"). The Exchange Notes are to be issued pursuant to an exchange offer
(the "Exchange Offer") in exchange for a like principal amount of the issued and
outstanding 3.95% Notes due 2007 of the Company, 4.80% Notes due 2009 of the
Company, 5.75% Notes due 2014 of the Company, 6.65% Debentures due 2024 of the
Company and 6.70% Debentures due 2034 of the Company (collectively, the
"Original Notes") under the Indenture, dated as of July 20, 2004 (the "2004
Indenture"), by and among the Company, the Guarantor and the Trustee, as
contemplated by the Registration Rights Agreement, dated as of July 20, 2004
(the "Registration Rights Agreement"), by and among the Company, the Guarantor
and the Initial Purchasers named therein.



The May Department Stores Company
    , 2004


         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-4 relating to the Exchange Notes and the Guarantee, filed,
together with this opinion, by the Company with the Securities and Exchange
Commission (the "Commission") on, 2004 under the Act (the registration statement
as so amended, the "Registration Statement"); (ii) an executed copy of the
Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv) the
Restated Certificate of Incorporation of the Company, as in effect on the date
hereof; (v) the By-Laws of the Company, as in effect on the date hereof; (vi)
certain resolutions of the Board of Directors of the Company; (vii) the Amended
and Restated Certificate of Incorporation of the Guarantor, as in effect on the
date hereof; (v) the By-Laws of the Guarantor, as in effect on the date hereof;
(viii) certain resolutions of the Board of Directors of the Guarantor; (ix) the
Statement of Eligibility and Qualification of the Trustee on Form T-1 under the
Trust Indenture Act of 1939, as amended, filed as an exhibit to the Registration
Statement; and (x) the forms of the Exchange Notes. We have also examined the
certificates of incorporation and bylaws of the Company and the Guarantor at
such times that the Indenture was entered into and the Guarantee by the
Guarantor was originally issued, respectively. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and the Guarantor and such agreements, certificates of
public officials, certificates of officers or other representatives of the
Company, the Guarantor and others, and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
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, facsimile, electronic or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents executed or to be executed, we have assumed
that the parties thereto, other than the Company and the Guarantor, had or will
have 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. As to any facts
material to the opinion expressed herein that we did not independently establish
or verify, we have relied upon statements and representations of officers and
other representatives of the Company, the Guarantor and others.

         Our opinion set forth herein is limited to Delaware corporate law and
the laws of the State of New York, that, in our experience, are normally
applicable to transactions of the type contemplated by the Exchange Offer and,
to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations,



The May Department Stores Company
    , 2004



validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as "Opined on Law"). We do not express any opinion with respect to
the law of any jurisdiction other than Opined on Law or as to the effect of any
such non-opined on law on the opinions herein stated.

         In rendering the opinion set forth below, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes,
the execution and delivery by the Guarantor of the Indenture and the performance
by each of the Company and the Guarantor of its respective obligations under the
Indenture and the Exchange Notes do not and will not violate, conflict with or
constitute a default under any agreement or instrument to which the Company or
the Guarantor or their properties are subject, except that we do not make this
assumption for those agreements and instruments which have been identified to us
by the Company and the Guarantor as being material to them and which are listed
as exhibits in Part II of the Registration Statement (the "Applicable
Contracts"). We note that certain of the Applicable Contracts are governed by
laws other than the laws of the State of New York; our opinions expressed herein
are based solely upon our understanding of the plain language of such agreements
or instruments, and we do not express any opinion with respect to the validity,
binding nature or enforceability of any such agreements or instruments, and we
do not assume any responsibility with respect to the effect on the opinions or
statements set forth herein of any interpretation thereof inconsistent with such
understanding.

         Based upon and subject to the foregoing, we are of the opinion that
when the Registration Statement becomes effective and the Exchange Notes (in the
form examined by us) have been duly executed and authenticated in accordance
with the terms of the Indenture and have been delivered upon consummation of the
Exchange Offer against receipt of Original Notes surrendered in exchange
therefor in accordance with the terms of the Exchange Offer, the Exchange Notes
and the Guarantee will constitute valid and binding obligations of the Company
and the Guarantor, respectively, enforceable against the Company and the
Guarantor, respectively, in accordance with their terms, except to the extent
that enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).

         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 prospectus included 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,