EXHIBIT 5

December 17, 1999

Dollar General Corporation
100 Mission Ridge
Goodlettsville, TN  37072

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         I have acted as counsel in the preparation of a Registration  Statement
on Form  S-8 (the  "Registration  Statement")  relating  to the  Dollar  General
Corporation  (the  "Corporation")  Supplemental  Executive  Retirement  Plan and
Compensation  Deferral  Plan  (the  "Plan"),  and the  obligations  to be issued
thereunder (the "Plan Obligations")

         In so acting, I have examined and relied upon such records,  documents,
and other instruments as in my judgment are necessary or appropriate in order to
express the opinions  hereinafter  set forth and have assumed the genuineness of
all signatures,  the authenticity of all documents  submitted to me as originals
and the  conformity to original  documents of all  documents  submitted to me as
certified or photostatic copies.

         Based upon the foregoing, I am of the opinion that the Plan Obligations
being  registered  hereunder,  when issued or sold in accordance  with the Plan,
will be  valid  and  binding  obligations  of the  Corporation,  enforceable  in
accordance  with their terms,  except as  enforcement  thereof may be limited by
bankruptcy,  insolvency  or other laws of general  applicability  relating to or
affecting enforcement of creditors' rights or by general principles of equity.

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

                                                     Very truly yours,

                                                     /s/Robert C. Layne

                                                     Robert C. Layne
                                                     Corporate Secretary