Exhibit 5


                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                FOUR TIMES SQUARE
                               NEW YORK 10036-6522

  Direct Dial
212-735-2526

                                                           September 17, 2002



Foot Locker, Inc.
112 West 34th Street
New York, New York  10120

Ladies and Gentlemen:

                  We have acted as special counsel to Foot Locker, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
of the Company on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act")
with respect to 500,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company to be issued and sold pursuant to the
Registration Statement under the Foot Locker 2002 Directors Stock Plan (the
"Plan") and 15,000 shares of Common Stock to be issued and sold pursuant to the
Registration Statement under a Nonstatutory Stock Option Grant Agreement, dated
as of February 4, 2002, by and between the Company and J. Carter Bacot (the
"Grant Agreement").

                  In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, and amendments thereto, (iii) the By-laws of the
Company, as amended, (iv) the Plan, (v) the Grant Agreement, and (vi) certain
resolutions, dated January 16, 2002 and April 18, 2002, adopted by the Board of
Directors of the Company authorizing, among other things, the Grant Agreement
and the issuance of Common Stock pursuant to the Registration Statement and the
adoption of the Plan, and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

                  In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents










Foot Locker, Inc.
September 17, 2002
Page 2

submitted to us as certified or photostatic copies, and the authenticity of the
originals of such copies. As to any facts material to this opinion which we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.

                  Members of this firm are admitted to the Bar of the State of
New York and we express no opinion as to the laws of any other jurisdiction,
except the federal laws of the United States of America to the extent
specifically referred to herein.

                  Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock to be issued under the Plan and the Grant
Agreement, respectively, have been duly authorized, and, when issued in
accordance with the terms and conditions of the Plan and the Grant Agreement,
respectively (including due payment of the purchase price set forth in such Plan
or Grant Agreement, as the case may be), will be validly issued, fully paid and
non-assessable.

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


                           /s/ SKADDEN ARPS, SLATE, MEAGHER, & FLOM LLP