September 22, 1997

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. 
Nonemployee Director Deferred Compensation Plan (the "Plan"), of 
up to 200,000 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 200,000 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,

					/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

					ORRICK, HERRINGTON & SUTCLIFFE LLP