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


                                November 5, 1999


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

Ladies and 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 all 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 1,800,000 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. 1998 Management Stock Incentive
Plan 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



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