[O'Melveny & Myers LLP Letterhead]

                                   August
                                   29th
                                   1 9 9 7





                                                          
                                                          

Pacific Sunwear of California, Inc.
5037 East Hunter Avenue
Anaheim, California  92807

         Re:     Registration Statement on Form S-8

Ladies & Gentlemen:

         We are rendering this opinion to you in connection with
a Registration Statement on Form S-8 (the "Registration Statement")
covering the registration with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of 200,000
shares (the "Shares") of Common Stock, $0.01 par value, of Pacific
Sunwear of California, Inc., a California corporation (the
"Company"), issuable upon the exercise of awards granted or to be
granted under the Company's Fifth Amended and Restated 1992 Stock
Award Plan (the "Plan").  We are familiar with the proceedings
heretofore taken by you in connection with the authorization and
issuance of the Shares.

         In connection with this opinion, we have examined such
documents and have reviewed such matters of fact and questions of
law as we have considered necessary for purposes hereof.  On the
basis of such examination and review and, subject to proceedings
being duly taken and completed by you as now contemplated by us as
your counsel prior to the issuance of the Shares, we are of the
opinion that the Shares to be issued under the Plan will, when
issued and sold in accordance with the terms of the Plan, be duly
authorized, validly issued, fully paid and non-assessable shares of
Common Stock of the Company.

         We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.

                                   Respectfully submitted,

                                   /s/ O'MELVENY & MYERS LLP