AMES DEPARTMENT STORES, INC.
                                2418 Main Street
                            Rocky Hill, CT 06067-2598

                                 April 27, 1999

The Board of Directors
Ames Department Stores, Inc.
2418 Main Street
Rocky Hill, Connecticut 06067-2598

Dear Sirs and Madam:

                 In my capacity as General Counsel of Ames Department Stores,
Inc. ("the Company"), I am furnishing this opinion in connection with the 
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3 (as amended, the "Registration Statement")
under the Securities Act of 1933 with respect to an aggregate of up to 4,600,000
shares of the Company's Common Stock, $.01 par value (the "Shares").

                 In my capacity as General Counsel of the Company, I have
examined originals or copies (certified or otherwise identified to my
satisfaction) of such corporate records, documents and other instruments, and
such certificates or comparable documents of public officials and of officers of
the Company, as I have deemed relevant and necessary as a basis for the opinions
hereinafter set forth. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents.

                 Based on the foregoing, I am of the opinion that:

                     (1)  the Company is a corporation validly existing and 
                 in good standing under the laws of the State of Delaware and
                 has all requisite corporate power and authority to own, lease
                 and operate its properties and to carry on its business as now
                 being conducted; and

                     (2)  the Shares have been duly authorized and, when
                 issued, sold and delivered against payment therefor in the
                 manner and upon the terms described in the prospectus forming 



April 27, 1999
Page 2

                 a part of the Registration Statement, will be validly issued,
                 fully-paid and non-assessable.

                 The opinions expressed herein are limited to the laws of the 
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and no opinion is expressed as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.

                 I hereby consent to the filing of a copy of this opinion as an 
exhibit to the Registration Statement and to the use of my name under the
heading "Legal Matters" in the prospectus contained therein.


                                              Very truly yours,

                                              /s/ David H. Lissy

                                              David H.Lissy