EXHIBIT 5.1


                                 BRYAN CAVE LLP

                           1290 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10104
                                 (212) 541-2000


June 10, 2004

Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011

Re:  Barnes & Noble, Inc. Registration on Form S-8

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Barnes & Noble, Inc., a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and Exchange
Commission (the "Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 7,300,000 shares
(the "Shares") of the Company's common stock, $0.001 par value per share,
issuable pursuant to the terms of the Company's 2004 Incentive Plan (the
"Incentive Plan") and the Company's 2004 Executive Performance Plan (the
"Performance Plan" and, together with the Incentive Plan, the "Plans").

We have examined a copy of the Registration Statement, the Plans, the Amended
and Restated Certificate of Incorporation of the Company, and all amendments
thereto, the Amended and Restated Bylaws of the Company, and all amendments
thereto, the resolutions adopted by the Company's Board of Directors and such
other corporate records, agreements and instruments of the Company, certificates
of public officials and officers of the Company as we have deemed necessary or
appropriate as a basis for us to render the opinion hereinafter expressed.

Based upon the foregoing, it is our opinion that the Shares issuable pursuant to
the terms of the Plans have been duly authorized and, when issued in accordance
with the terms of either of the Plans and upon payment of any applicable
exercise price therefor, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission thereunder.

                                          Very truly yours,

                                          /s/ Bryan Cave LLP