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 Incentive Compensation 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  Incentive  Compensation
   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