EXHIBIT 5

                        OPINION OF DAVIS POLK & WARDWELL

                                                                February 5, 2002


The Limited, Inc.
Three Limited Parkway
Columbus, Ohio  43216

Intimate Brands Holding Co., Inc.
4441 South Polaris Avenue
Las Vegas, Nevada  89103

Ladies and Gentlemen:

         We have acted as special counsel to The Limited Inc., a Delaware
corporation ("The Limited"), and Intimate Brands Holding Co., Inc., a Delaware
corporation and a wholly-owned subsidiary of The Limited ("IB Holdings"), in
connection with The Limited's and IB Holdings' offer to exchange 1.046 shares
of common stock, par value $0.50 per share, of The Limited (the "Shares") for
all of the outstanding Class A common stock of Intimate Brands, Inc., a Delaware
corporation ("Intimate Brands"), and the subsequent "short form" merger of
Intimate Brands with and into IB Holdings (collectively, the "Transactions"). We
have participated in the preparation of The Limited's Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission for the purpose of registering the Shares to be issued pursuant to
the Transactions under the Securities Act of 1933, as amended.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.

         On the basis of the foregoing, we are of the opinion that:

               (i) assuming the due execution and delivery of certificates
         representing the Shares and receipt of any required approval of the
         issuance of the Shares by the stockholders of The Limited, the Shares
         have been duly authorized and, when issued and delivered in accordance
         with the terms of the Transactions, will be validly issued, fully paid
         and non-assessable; and





               (ii) assuming the representations made to the undersigned by The
         Limited in The Limited's letter dated the date hereof are accurate and
         complete and subject to the additional qualifications set forth in
         such discussion, the discussion set forth under the caption "Material
         Federal Income Tax Consequences" in the prospectus which is a part of
         the Registration Statement accurately describes the material United
         States federal income tax consequences of the Transactions.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references to our name under the captions
"Material Federal Income Tax Consequences" and "Legal Matters" in the related
prospectus.

                                                    Very truly yours,



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