Exhibit 5

                            Payless ShoeSource, Inc.
                              3231 East 6th Street
                                 P.O. Box 1189
                           Topeka, Kansas 66601-1189
                                 (785) 233-5171

William J. Rainey                                             Law Department
Senior Vice President                                         (785) 295-2434
General Counsel & Secretary                                   (785) 368-7524 FAX
                                        

June 2, 1998

Gentlemen:

         I am Senior Vice President and General  Counsel of Payless  ShoeSource,
Inc., a Delaware corporation (the "Company").  In that capacity, I have acted as
counsel for the Company in connection with the amendments (the  "Amendments") on
Form S-8 (Reg.  Nos.  333-25877  (relating to the Company's 1996 Stock Incentive
Plan (the  "1996  SIP"))  and  333-50671  (relating  to the  Company's  Deferred
Compensation  Plan (the  "Deferred  Plan"),  and together with the 1996 SIP (the
"Plans")),  of shares  of common  stock,  par  value of $.01 per  share,  of the
Company (the "Shares").

         The  Amendments  are being filed to  recognize  the  succession  of the
Company to Payless ShoeSource,  Inc., a Missouri corporation ("PSS") pursuant to
the consummation of the  transactions  contemplated by the Agreement and Plan of
Merger,  dated as of April 20,  1998 by and among PSS,  the  Company and Payless
Merger Corp., a wholly-owned subsidiary of the Company.

         In  connection  with   the  Amendments,  I,  or  attorneys   under   my
supervision,   have  examined  the   originals,   or  certified,   conformed  or
reproduction copies of:

                  (i)      resolutions of the Board of Directors;

                  (ii)     the Amendments;

                  (iii)    the Plans;

                  (iv)     the Amended and Restated Certificate of Incorporation
                           of the Company; and

                  (v)      the Amended and Restated Bylaws of the Company.

         I, or attorneys under my supervision, have also made such other factual
and legal  investigations as I have deemed necessary and appropriate in order to
render the opinion hereinafter expressed.  In such examination,  I, or attorneys
under my supervision 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 copies or photocopies.  As to any facts
material to the  opinion  set forth  below  which were not  independently
established or verified,  I, or attorneys under my supervision  have relied upon
state-ments and  representations  of officers and other  representatives  of the
Company and others.

         Based   upon  the   foregoing,   and   subject   to  the   limitations,
qualifications  and assumptions  set forth herein,  I am of the opinion that the
Shares to be issued, sold and delivered under the respective Plans will, when so
issued, sold and delivered pursuant to the provisions of the respective Plan, be
validly issued, fully paid and nonassessable.

         I hereby  consent to the filing or  incorporation  by reference of this
opinion as an exhibit to the Amendments and to all references to the undersigned
in the Amendments and all further amendments to any of the Amendments.

         The opinion  expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other  person or entity.  It
may not be quoted in whole or in part without my prior consent.

                                                     Very truly yours,
                                                     /s/William J. Rainey