EXHIBIT 5.2

                      [THE BON-TON STORES, INC. LETTERHEAD]

Robert E. Stern
Vice President - General Counsel                  May 26, 2006
and Secretary

The Bon-Ton Stores, Inc.
The Bon-Ton Department Stores, Inc.
2801 East Market Street
York, Pennsylvania 17402

      Re: Registration Statement on Form S-4

Ladies and Gentlemen:

      I am Vice President, General Counsel and Secretary to The Bon-Ton Stores,
Inc., a Pennsylvania corporation (the "Company"). In connection with the
registration by The Bon-Ton Department Stores, Inc., a Pennsylvania corporation
and wholly owned subsidiary of the Company (the "Issuer"), of $510,000,000 in
aggregate principal amount of 10-1/4% Senior Notes due 2014 (the "Exchange
Notes"), and the registration by Bon-Ton Distribution, Inc., an Illinois
corporation, Carson Pirie Scott, Inc., an Alabama corporation, Carson Pirie
Scott II, Inc, a Mississippi corporation, Elder-Beerman Holdings, Inc., an Ohio
corporation, Elder-Beerman Operations, LLC, an Ohio limited liability company,
Elder-Beerman West Virginia, Inc., a West Virginia corporation, Herberger's
Department Stores, LLC, a Minnesota limited liability company, McRIL, LLC, a
Virginia limited liability company, The Bon-Ton Giftco, Inc., a Florida
corporation, and The Elder -Beerman Stores Corp., an Ohio corporation
(collectively, the "Guarantors"), of their guarantees with respect to the
Exchange Notes (collectively, the "Exchange Guarantee") on a Form S-4
registration statement (the "Registration Statement") relating to an offer to
exchange the Exchange Notes and the Exchange Guarantee for up to $510,000,000 in
aggregate principal amount of unregistered 10-1/4% Senior Notes due 2014,
guaranteed on a senior basis by the Guarantors and other affiliates of the
Company, as described in the Registration Statement (the "Exchange Offer") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "1933 Act"), you have requested my opinion with respect to
the matters set forth below. Such of the Exchange Notes as are issued in
accordance with the terms of the Exchange Offer and the Exchange Guarantee will
be issued pursuant to an indenture dated as of March 6, 2006 (the "Indenture")
by and among the Company, the Issuer, the Guarantors, the other guarantors that
are parties thereto, and The Bank of New York, a New York banking corporation,
as trustee (the "Trustee"). Capitalized terms used herein without definition
have the meanings given to them in the Indenture, a copy of which will be
incorporated by reference as an exhibit to the Registration Statement.

      In my capacity as Vice President, General Counsel and Secretary in
connection with the preparation and filing of the Registration Statement, I am
familiar with the proceedings taken and proposed to be taken by the Company, the
Issuer and the Guarantors in connection with the authorization and issuance of
the Exchange Notes and the Exchange Guarantee.



      As counsel, I have examined such matters of fact and questions of law as I
have considered appropriate for purposes of rendering the opinions expressed
herein. In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.

      Subject to the foregoing and the other matters set forth herein, it is my
opinion that, as of the date hereof, the Exchange Guarantee, when (i) the
Exchange Notes issued in accordance with the Exchange Offer have been
authenticated by the Trustee and executed and delivered by the Issuer in
accordance with the terms of the Registration Rights Agreement and the Indenture
and (ii) the Exchange Guarantee has been authenticated by the Trustee and
executed and delivered by the Guarantors in accordance with the terms of the
Registration Rights Agreement and the Indenture, will constitute a legally valid
and binding obligation of each Guarantor, enforceable against each Guarantor in
accordance with its terms.

      My opinion set forth above is subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or
other laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and by general principles of equity (whether
applied in a proceeding at law or in equity) including, without limitation,
standards of materiality, good faith and reasonableness in the interpretation
and enforcement of contracts, and the application of such principles to limit
the availability of equitable remedies such as specific performance. This
opinion has been prepared for your use in connection with the Registration
Statement and may not be relied upon for any other purpose. This opinion speaks
as of the date hereof, is based on the current state of the law and the facts as
of the date hereof, and I assume no obligation to advise you of any changes
therein subsequent to the effectiveness of the Registration Statement even
though the change may affect the legal analysis or a legal conclusion or other
matters in this opinion letter.

      I consent to your filing this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations thereunder.

                                                Very truly yours,

                                                /s/ ROBERT E. STERN
                                                Robert E. Stern

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