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                                                                   EXHIBIT 5.1


                     [JONES, DAY, REAVIS & POGUE LETTERHEAD]



                               September 20, 2001



Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202


         Re:      Registration on Form S-3 of up to $1,000,000,000
                  of Securities of Federated Department Stores, Inc.

Ladies and Gentlemen:

         We are acting as counsel to Federated Department Stores, Inc., a
Delaware corporation (the "Company"), in connection with the registration of the
possible issuance and sale from time to time by the Company of up to
$1,000,000,000 of (i) certain debt securities of the Company (the "Debt
Securities"), (ii) shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), (iii) shares of one or more series of the Company's
preferred stock, par value $.01 per share (the "Preferred Stock"), and/or (iv)
certain warrants to purchase Debt Securities, Common Stock, Preferred Stock, or
a combination thereof (the "Warrants"), in each case as contemplated by the
Company's Registration Statement on Form S-3 (the "Registration Statement") to
which this opinion is Exhibit 5.1. The Debt Securities, Common Stock, Preferred
Stock, and Warrants are collectively referred to herein as the "Securities." The
Debt Securities are to be issued under an Indenture, dated as of September 10,
1997 (the "Indenture"), between the Company and Citibank, N.A., as trustee (the
"Trustee").

         We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that:

1.       The Debt Securities, when (a) duly executed by the Company and
         authenticated by the Trustee in accordance with the provisions of the
         Indenture and issued and sold in accordance with the Registration
         Statement and (b) delivered to the purchaser or purchasers thereof upon
         receipt by the Company of such lawful consideration therefor as the
         Company's Board of Directors (or a duly authorized committee thereof or
         a duly



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September 20, 2001
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         authorized officer of the Company) may determine, will be valid and
         binding obligations of the Company.

2.       The Common Stock, when (a) issued and sold in accordance with the
         Registration Statement and (b) delivered to the purchaser or purchasers
         thereof upon receipt by the Company of such lawful consideration
         therefor having a value not less than the par value thereof as the
         Company's Board of Directors (or a duly authorized committee thereof or
         a duly authorized officer of the Company) may determine, will be
         validly issued, fully paid, and nonassessable.

3.       The Preferred Stock, when (a) issued and sold in accordance with the
         Registration Statement and the provisions of an applicable certificate
         of designations that has been duly adopted by the Board of Directors of
         the Company and duly filed in accordance with Delaware law and (b)
         delivered to the purchaser or purchasers thereof upon receipt by the
         Company of such lawful consideration therefor having a value not less
         than the par value thereof as the Company's Board of Directors (or a
         duly authorized committee thereof or a duly authorized officer of the
         Company) may determine, will be validly issued, fully paid, and
         nonassessable.

4.       The Warrants, when (a) issued and sold in accordance with the
         Registration Statement and the provisions of an applicable warrant
         agreement that has been duly adopted by the Board of Directors of the
         Company and (b) delivered to the purchaser or purchasers thereof upon
         receipt by the Company of such lawful consideration therefor as the
         Company's Board of Directors (or a duly authorized committee thereof or
         a duly authorized officer of the Company) may determine, will be valid
         and binding obligations of the Company.

         In rendering this opinion, we have assumed that (i) the Indenture is,
and any supplemental indenture will be, a valid and binding obligation of the
Trustee, (ii) the definitive terms of each class and series of the Securities
not presently provided for in the Indenture or the Company's Certificate of
Incorporation will have been established in accordance with all applicable
provisions of law, the Indenture, the Company's Certificate of Incorporation and
By-Laws, and the authorizing resolutions of the Company's Board of Directors,
and reflected in appropriate documentation approved by us and, if applicable,
duly executed and delivered by the Company and duly authorized, executed, and
delivered by any other appropriate party, (iii) the interest rate on the Debt
Securities will not be higher than the maximum lawful rate permitted from time
to time under applicable law, (iv) any Securities consisting of Common Stock or
Preferred Stock, and any Common Stock or Preferred Stock for or into which any
other Securities are exercisable, exchangeable, or convertible, will have been
duly authorized and reserved for issuance, (v) each warrant agreement will have
been duly authorized, executed, and delivered by, and will constitute a valid
and binding obligation of, each party thereto, (vi) the Registration Statement,
and any amendments thereto, will have become effective, (vii) a prospectus
supplement describing each class or series of Securities offered pursuant to the
Registration Statement will have been filed with the Securities and Exchange
Commission, (viii) the resolutions authorizing the Company to register, offer,
sell, and




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September 20, 2001
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issue the Securities will remain in effect and unchanged at all times during
which the Securities are offered, sold, or issued by the Company, and (ix) all
Securities will be issued in compliance with applicable federal and state
securities laws.

         In rendering this opinion, we have relied as to certain factual matters
upon statements or certificates of representatives of the Company and statements
or certificates of public officials, and we have not independently checked or
verified the accuracy of such statements or certificates. This opinion is
limited to the federal laws of the United States of America, the laws of the
State of New York and the General Corporation Law of the State of Delaware, as
in effect on the date hereof.

         We understand that prior to offering for sale any Securities you will
advise us in writing of the terms of such offering and of such Securities, will
afford us an opportunity to review the operative documents (including the
applicable prospectus supplement) pursuant to which the Securities are to be
offered, sold, and issued, and will file as an exhibit to the Registration
Statement such supplement or amendment to this opinion (if any) as we may
reasonably consider necessary or appropriate by reason of the terms of such
Securities or any changes in the Company's capital structure or other pertinent
circumstances.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us in the related prospectus
under the caption "Validity of Securities."

                                       Very truly yours,

                                       /s/ JONES, DAY, REAVIS & POGUE

                                       Jones, Day, Reavis & Pogue