February 12, 1998


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


Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179

Ladies and Gentlemen:

I am an Assistant General Counsel of Sears, Roebuck and Co.
("Sears").  I have examined (i) Registration Statement No. 333-30879 as
filed with the Securities and Exchange Commission on July 8, 1997 thereto
(the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended (the "Act") of $4,500,000,000
aggregate initial offering price of debt securities of Sears Roebuck
Acceptance Corp. (the "Company"), for several offerings to be made on a
continuous or delayed basis pursuant to the provisions of Rule 415 under
the Act; (ii) the final prospectus, dated January 8, 1998, relating to the
offering and sale of up to $4,195,250,000 of the aforesaid
debt securities, which are part of the Registration Statement (the
"Prospectus"), and the Prospectus Supplement, dated January 8, 1998, (the
"Prospectus Supplement") relating to the offering and sale of $200,000,000
aggregate principal amount of 6.75% Notes due January 15, 2028 (the "6.75%
Notes") of the Company; (iii) the Indenture dated as of May 15, 1995
between the Company and Chase Manhattan Bank, as Trustee, relating to the
aforesaid debt securities; (iv) (a) the Underwriting Agreement dated June
25, 1997 among the Company, Sears, Roebuck and Co. ("Sears") and Goldman,
Sachs & Co., as Representatives of the several Underwriters and (f) the
Pricing Agreement dated January 8, 1998 among the Company, Sears and
Goldman, Sachs & Co., as Representatives of the several Underwriters
identified in Schedule I thereto, relating to the sale of the 6.75% Notes;
and (v) the form of the 6.75% Notes.  I am familiar with the proceedings
heretofore taken by the Company in connection with the authorization,
registration, issuance and sale of the Notes.

      I am of the opinion that each of the 6.75% Notes are legally issued
and binding obligations of the Company in accordance with their terms,
subject to insolvency, bankruptcy, reorganization, moratorium, liquidation,
fraudulent conveyance and transfer or other similar laws relating to or
affecting the enforcement of creditors' rights generally or by general
equity principles, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether such
enforceability is considered in a proceeding in equity or at law).  In
giving the above opinion, I have relied, with their permission, on an
opinion from Morris, Nichols, Arsht & Tunnell addressed to me and dated
January 13, 1998.

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

                                           Very truly yours,

                                           /S/Nancy K. Bellis

                                           Nancy K. Bellis