Exhibit 5

                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                        MORRISTOWN, NEW JERSEY 07962-1945

                                                                  May 9, 1997

Linens'n Things, Inc.
6 Brighton Road
Clifton, New Jersey  07015

            Re:      Registration Statement on Form S-8
                     1996 Non-Employee Director Stock Plan

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Linens'n Things, Inc. (the "Company")
with the Securities and Exchange  Commission in connection with the registration
under the  Securities  Act of 1933, as amended (the "Act"),  of shares of common
stock of the Company, $0.01 par value (the "Shares") issuable pursuant to awards
granted under the 1996 Non-Employee Director Stock Plan (the "Plan").

         We have also  examined  originals,  or copies  certified  or  otherwise
identified to our  satisfaction,  of the Plan, the Certificate of  Incorporation
and By-laws of the Company, as currently in effect, and relevant  resolutions of
the Board of Directors of the Company; and we have examined such other documents
as we deemed necessary in order to express the opinion hereinafter set forth.

         In our  examination of such documents and records,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.

         Based  on  the  foregoing,  we  are  of  the  opinion  that,  when  the
Registration  Statement has become effective under the Act, and the Shares shall
have been duly issued in the manner  contemplated by the Registration  Statement
and the Plan, the Shares will be legally issued, fully paid and non-assessable.

         The  foregoing  opinion is limited  to the  federal  laws of the United
States and the laws of the State of Delaware,  and we are  expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We  hereby  consent  to  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange  Commission
thereunder.

                             Very truly yours,



                            /S/ PITNEY, HARDIN, KIPP & SZUCH