[O'MELVENY & MYERS LLP LETTERHEAD]

October 13, 1998


Pacific Sunwear of California, Inc.
5200 East La Palma Avenue
Anaheim, California  92807
          
          Re:  Registration on Form S-8 of Pacific
               Sunwear of California, Inc. (the
               "Company")

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 600,000 shares of Common
Stock, $0.01 par value per share, of the Company (the "Common
Stock"), to be issued pursuant to the Pacific Sunwear of
California, Inc. Amended and Restated 1992 Stock Award Plan (the
"Plan").  We have examined the proceedings heretofore taken and
to be taken in connection with the authorization of the Plan and
the Common Stock to be issued pursuant to and in accordance with
the Plan.
     
     Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.

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

                              Respectfully submitted,
					/s/ O'Melveny & Myers LLP