Exhibit 5


                           WEIL, GOTSHAL & MANGES LLP
                A Partnership Including Professional Corporations
                    767 Fifth Avenue New York, NY 10153-0119
                                 (212) 310-8000
                               Fax: (212) 310-8007


                                  June 25, 1997


Ames Department Stores, Inc.
2418 Main Street
Rocky Hill, Connecticut  06067

Gentlemen:

         We have acted as counsel to Ames Department Stores, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-8 under the Securities Act
of 1933 (the "Registration Statement"). Capitalized terms defined in the
Registration Statement and used but not otherwise defined herein are used herein
as so defined.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 700,000 shares of Common Stock, par value
$0.01 per share, of the Company (the "Common Stock") to be issued and sold by
the Company pursuant to the Registration Statement, have been duly authorized
and, when issued and sold as contemplated by the Registration Statement and the
Ames Department Stores, Inc. 1994 Non- Employee Directors Stock Option Plan or
the 1995 Long Term Incentive Plan, as the case may be, will be validly issued,
fully paid and nonassessable.

         This opinion is rendered solely for your benefit in connection with the
transactions described herein. This opinion may not be used or relied upon by
any other person, nor may this letter or any copies thereof be furnished to a
third party, filed with a governmental agency, quoted, cited or otherwise
referred to without our prior written consent.

         We hereby consent to be named in the Prospectus as the attorneys who
have passed upon the legality of the securities being offered thereby and to the
filing of this opinion as an exhibit to the Registration Statement.



                                                Very truly yours,

                                                /s/ Weil, Gotshal & Manges LLP