Exhibit 5.1


                                          July 17, 1998



Mothers Work, Inc.
456 N. 5th Street
Philadelphia, PA  19123

Ladies and 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 certain stockholders of the Company
(the "Selling Stockholders") of 26,784 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 LLP