SEARS     Robert J. Pence
          Assistant General Counsel
          Dept. 766

          Sears, Roebuck and Co.
          3333 Beverly Road, B5-322A
          Hoffman Estates, Illinois 60179
          847/286-2823
          Fax 847/286-0959



                          April 1, 1996






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

Sears, Roebuck and Co.
Sears Tower
Chicago, Illinois 60684


Ladies and Gentlemen:

     I am an Assistant General Counsel of Sears, Roebuck and Co.
(the "Company").  At your request, I have examined (i)
Registration Statement No. 33-64215, as filed with the Securities
and Exchange Commission (the "Commission"), and Amendment No. 1
thereto (collectively, the "Registration Statement"), in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), of $2,000,000,000 principal amount
of debt securities of Sears Roebuck Acceptance Corp. ("SRAC"),
for an offering to be made on a continuous or delayed basis
pursuant to the provisions of Rule 415 under the Act, (ii) the
final prospectus, dated March 28, 1996, relating to the offering
and sale of $1,500,000,000 of the aforesaid debt securities,
which is part of the Registration Statement referred to in (i)
above (the "Prospectus"), and the Prospectus Supplement, dated
March 28, 1996, (the "Prospectus Supplement") relating to the
offering and sale of up to $1,500,000,000 aggregate principal
amount (or its equivalent in foreign currencies) of Medium-Term
Notes Series II of SRAC (the "Notes"),  (iii) the Indenture dated
as of May 15, 1995, between the Company and The Chase Manhattan
Bank, N.A., as Trustee, relating to the aforesaid debt
securities, (iv) the Distribution Agreement, dated March 28,
1996, between SRAC, Sears, Goldman, Sachs & Co., Merrill Lynch,
Pierce Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc, and (vi) the forms of the
Notes.  I am familiar with the proceedings heretofore taken, and
the additional proceedings proposed to be taken relating to the
determination of certain terms not set forth in the forms of
Notes, by SRAC in connection with the authorization, issuance and
sale of the Notes.

     Subject to the completion of the additional proceedings
referred to above, I am of the opinion that the Notes will, upon
the issuance and sale thereof in the manner referred to in the
Prospectus and Prospectus Supplement, be legally issued and
binding obligations of SRAC in accordance with their terms,
subject to insolvency, bankruptcy, reorganization, or other laws
relating to or affecting the enforcement of creditors' rights or
by general equity principles.

     I express no opinion as to whether, with respect to any
Notes denominated in a currency other than United States dollars,
a court located in the United States of America would grant a
judgment relating to the Notes in other than United States
dollars nor an opinion as to the date which any such court would
utilize for determining the rate of conversion into United States
dollars in granting such judgment.

     I consent to the incorporation by reference of this opinion
into the Registration Statement and to the references to me in
the Prospectus.

                              Very truly yours,

                              /s/ Robert J. Pence

                              Robert J. Pence
                              Assistant General Counsel
                              Sears, Roebuck and Co.