ORRICK, HERRINGTON
& SUTCLIFFE LLP

February 22, 1999

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 Stock Up On Success, The Gap, Inc.'s Stock 
Option Bonus Program (the "Plan"), of up to 4,000,000 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 4,000,000 
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



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