OPINION OF ORRICK, HERRINGTON & SUTCLIFFE 
  
                        August 27, 1996 
 
  
 
The Gap, Inc. 
One Harrison Street 
San Francisco, CA  94105 
 
 
                    Re:       The Gap, Inc. 
               Registration Statement on Form S-8 
 
 
Ladies and Gentlemen: 
 
          At your request, we are rendering this opinion in 
connection with the proposed issuance pursuant to The Gap, Inc. 
1996 Stock Option and Award Plan (the "Plan"), of up to 191,092 
shares of common stock, $0.05 par value ("Common Stock"), of The 
Gap, Inc., a Delaware corporation (the "Company"). 
 
          We have examined instruments, documents, and records 
which we deemed relevant and necessary for the basis of our 
opinion hereinafter expressed.  In such examination, we have 
assumed the following:  (a) the authenticity of original 
documents and the genuineness of all signatures; (b) the 
conformity to the originals of all documents submitted to us as 
copies; and (c) the truth, accuracy, and completeness of the 
information, representations, and warranties contained in the 
records, documents, instruments, and certificates we have 
reviewed. 
 
          Based on such examination, we are of the opinion that 
the 191,092 shares of Common Stock to be issued by the Company 
pursuant to the Plan are validly authorized shares of Common 
Stock, and, when issued in accordance with the provisions of the 
Plan, will be legally issued, fully paid, and nonassessable. 
 
          We hereby consent to the filing of this opinion as an 
exhibit to this Registration Statement on Form S-8 and to the 
use of our name wherever it appears in the Registration 
Statement.  In giving such consent, we do not consider that we 
are "experts" within the meaning of such term as used in the 
Securities Act of 1933, as amended, or the rules and regulations 
of the Securities and Exchange Commission issued thereunder with 
respect to any part of the Registration Statement, including 
this opinion, as an exhibit or otherwise. 
 
Very truly yours, 
 
 
 
ORRICK, HERRINGTON & SUTCLIFFE