EXHIBIT 5.1


                          [Kirkland & Ellis Letterhead]




                                  July 1, 2002


Aeropostale, Inc.
1372 Broadway, 8th Floor
New York, New York  10018

                  Re:      Shares of Common Stock, $.01 par value

Ladies and Gentlemen:

                  We are acting as counsel to Aeropostale, Inc., a Delaware
corporation (the "Registrant"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") pertaining to the registration of a proposed offering
of up to an aggregate of 6,469,761 shares of the Registrant's Common Stock, $.01
par value per share (the "Common Stock") pursuant to the Registrant's 1998 Stock
Option Plan and 2002 Long-Term Incentive Plan.

                  We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion,
including the following: (i) Amended and Restated Certificate of Incorporation
and the Amended and Restated Bylaws of the Registrant, each as amended to the
date hereof; and (ii) certain resolutions adopted by the Board of Directors of
the Registrant. In addition, we have made such other and further investigations
as we have deemed necessary to enable us to express the opinions hereinafter set
forth.

                  Based upon the foregoing and having regard to legal
considerations that we deem relevant, and subject to the comments and
qualifications set forth below, it is our opinion that the Common Stock has been
duly authorized.

                  For purposes of this opinion, we have with your permission
made the following assumptions, in each case without independent verification:
(i) the authenticity of all documents submitted to us as originals, (ii) the
conformity to the originals of all documents submitted to us as copies, (iii)
the authenticity of the originals of all documents submitted to us as copies,
(iv) the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, (v) the authority of such
persons signing all documents on behalf of the parties thereto and (vi) the due
authorization, execution and delivery of all documents by the parties thereto.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations promulgated
thereunder.

                  We do not find it necessary for purposes of this opinion to
cover, and accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the offering and sale of
the Common Stock.

                  This opinion shall be limited to the General Corporation Law
of the State of Delaware.

                  This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.

                                             Very truly yours,

                                             /s/ Kirkland & Ellis


                                             KIRKLAND & ELLIS



                                       2