EXHIBIT 5

                             SEARS, ROEBUCK AND CO.
                           3333 Beverly Road - B6-210B
                            Hoffman Estates, IL 60179
                                                              ANASTASIA D. KELLY
                                                           Senior Vice President
                                                                 General Counsel
                                                                    847-286-0844




                                                     August 1, 2002

Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, DE  19807

Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179

Ladies and Gentlemen:

         I have examined the Registration Statement on Form S-3 (Commission File
No. 333-92082) (the "Registration Statement") filed with the Securities and
Exchange Commission by Sears Roebuck Acceptance Corp. (the "Company") and Sears,
Roebuck and Co. ("Sears") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $9,500,000,000 aggregate
principal amount of debt securities (the "Debt Securities") for an offering to
be made on a continuous or delayed basis pursuant to the provisions of Rule 415
under the Act. I have examined the indenture dated as of May 15, 1995 between
the Company and JPMorgan Chase Bank (successor in interest to The Chase
Manhattan Bank, N.A.), which will be incorporated by reference into the
Registration Statement, under which the Debt Securities are to be issued. I am
familiar with the proceedings heretofore taken, and with the additional
proceedings proposed to be taken by the Company and Sears in connection with the
authorization, registration, issuance and sale of the Debt Securities.

         Subject to the proposed additional proceedings being taken as now
contemplated prior to the issuance of the Debt Securities being otherwise in
compliance with then applicable law, I am of the opinion that the Debt
Securities will, upon the issuance and sale thereof in the manner referred to in
the Registration Statement, be legally issued and binding obligations of the
Company in accordance with their terms, except as the foregoing may be limited
by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance and transfer or other similar laws affecting the enforcement of
creditors' rights generally, and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether such enforceability is considered in a proceeding
in equity or at law). In giving the above opinion, I have relied, with their
permission, on an opinion from Morris, Nichols, Arsht & Tunnell addressed to me
and dated July 24, 2002.

         I consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Prospectus which is part of the
Registration Statement.



                                Very truly yours,

                                /s/ Anastasia D. Kelly