EXHIBIT 5.1



                                                 March 26, 2001



Mothers Work, Inc.
456 North 5th Street
Philadelphia, Pennsylvania 19123

                  Re: Registrations Statement on Form S-8


Ladies and Gentlemen:

     We have acted as special counsel to Mothers Work, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a registration
statement (the "Registration Statement") of the Company on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), relating to shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") which may
be issued pursuant to an amendment to the 1987 Stock Option Plan, as amended and
restated (the "Plan"), as more fully described in the Registration Statement.

     In this connection, we have examined the Registration Statement, including
the exhibits thereto, the originals or copies, certified or otherwise identified
to our satisfaction, of the Certificate of Incorporation and the By-Laws of the
Company as amended to date, and such other documents and corporate records
relating to the Company as we have deemed appropriate for the purpose of
rendering the opinion expressed herein. We express no opinion concerning the
laws of any jurisdiction other than the federal law of the United States and the
Delaware General Corporation Law.

     In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity with original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact which
have not been independently established, we have relied upon representations of
officers of the Company.

     On the basis of the foregoing, we are of the opinion that the Common Stock
when issued pursuant to and in accordance with the Plan, will be legally issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to the references to our firm therein. By
providing such consent, we do not admit that we come within the categories of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.

                                                 Very truly yours,


                                                 PEPPER HAMILTON LLP