EXHIBIT 5.1

                     [LETTERHEAD OF BASS, BERRY & SIMS PLC]

                        OPINION OF BASS, BERRY & SIMS PLC

August 17, 2004
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103

Re:   $300,000,000 Aggregate Principal Amount of Debt Securities

Ladies and Gentlemen:

      In connection with the registration of up to $300,000,000 aggregate
principal amount of debt securities (the "Securities") by AutoZone, Inc., a
Nevada corporation (the "Company"), under the Securities Act of 1933, as
amended, on Form S-3 to be filed with the Securities and Exchange Commission on
August 17, 2004 (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below. You have provided us with a draft
of the Registration Statement, in the form in which it will be filed, that
includes a prospectus (the "Prospectus"). The Prospectus provides that it will
be supplemented in the future by one or more supplements to the Prospectus
(each, a "Prospectus Supplement"). The Securities may be issued pursuant to one
or more indentures (collectively, the "Indentures"), in each case between the
Company and a trustee (each, a "Trustee").

      In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities, and, for purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed and that the terms of
each issuance will otherwise be in compliance with law. In addition, we have
examined such matters of fact and questions of law as we have considered
appropriate for purposes of this letter. As to facts material to the opinions,
statements and assumptions expressed herein, we have, with your consent, relied
upon oral or written statements and representations of officers and other
representatives of the Company and others. We have not independently verified
such factual matters. We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction or as to any matters of municipal law or the
laws of any local agencies within any state.

      Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:

      When the specific terms of the Securities have been duly authorized and
duly established in accordance with the terms of the applicable Indenture and
applicable law, and the Securities have been duly executed, authenticated,
issued and delivered by or on behalf of the Company against payment therefor in
accordance with the terms of the applicable Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement,
the Securities will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

      The opinions rendered in the above paragraph are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law (including the possible unavailability of
specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution

to a party with respect to a liability where such indemnification or
contribution is contrary to public policy; and (iv) the unenforceability of any
provision requiring the payment of attorneys' fees, where such payment is
contrary to law or public policy. We express no opinion (i) concerning the
enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws, (ii) with respect to whether acceleration of Securities
may affect the collectibility of any portion of the stated principal amount
thereof which might be determined to constitute unearned interest thereon or
(iii) as to the enforceability of any provision to the extent it requires any
party to indemnify any other person against loss in obtaining the currency due
following a court judgment rendered in another currency. The opinions rendered
in the above paragraph do not include opinions with respect to compliance with
laws relating to permissible rates of interest.

      To the extent that the obligations of the Company under the applicable
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the applicable
Indenture; that the applicable Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes the legally valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms; that the Trustee is in compliance, generally and with respect to
acting as a trustee under the applicable Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to execute and deliver and to perform its obligations under
the applicable Indenture.

      We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."

                                               Very truly yours,



                                               /s/ Bass, Berry & Sims PLC