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

                                                             February 3, 1999


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

   Re:      Registration Statement on Form S-8
            Linens 'n Things, Inc. 401(k) Plan

            We  have  examined  the  Registration  Statement  on Form  S-8  (the
"Registration   Statement")  to  be  filed  by  Linens  'n  Things,   Inc.  (the
"Corporation")  with the Securities and Exchange  Commission in connection  with
the  registration  under the Securities Act of 1933, as amended (the "Act"),  of
75,000 shares of common stock of the Corporation, $0.01 par value per share (the
"Shares")  issuable  pursuant  to the Linens 'n Things,  Inc.  401(k)  Plan (the
"Plan") and of interests in 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 Corporation, as currently in effect, and relevant resolutions
of the Board of Directors of the  Corporation.  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,



                                              PITNEY, HARDIN, KIPP & SZUCH