Exhibit 5

                                  May 22, 1997



Mothers Work, Inc.
456 N. 5th Street
Philadelphia, PA  19103

Gentlemen:

     We have acted as special counsel to Mothers Work, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a registration
statement (the "Registration Statement") of the Company on Form S-3 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
registers the proposed offer and sale by a certain stockholder of the Company
(the "Selling Stockholder") of 217,365 shares (the "Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock").

     In connection with our representation of the Company, we have examined the
Registration Statement, including the exhibits thereto, the originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation and the By-Laws of the Company, as amended to date, resolutions of
the Company's Board of Directors and such other documents and corporate records
relating to the Company and the initial issuance and sale of the Shares as we
have deemed appropriate. In the foregoing examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as copies of originals. The opinion expressed herein is based exclusively on the
applicable provisions of the laws of the United States of America and the
Delaware General Corporation Law as in effect on the date hereof.

     On the basis of the foregoing, we are of the opinion that the Shares have
been validly issued and are fully paid and nonassessable.

     We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement. Such consent does not constitute a
consent under Section 7 of the Act, since we have not certified any part of such
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.

                                        Very truly yours,

                                        PEPPER, HAMILTON & SCHEETZ LLP