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                                                                     EXHIBIT 5.1


                       [Letterhead of Dennis J. Broderick]


                                 April 27, 1999


Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202

                            Re: Certain Equity Awards

Ladies and Gentlemen:

                  In my capacity as General Counsel of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), I am acting as counsel for
the Company in connection with the issuance pursuant to the Nonqualified Stock
Option Agreement, dated as of March 19, 1999 between the Company and Terry
Hughes, the Nonqualified Stock Option Agreement, dated as of March 19, 1999
between the Company and William J. Lansing, the Nonqualified Stock Option
Agreement, dated as of March 19, 1999 between the Company and Jeff Lewis, the
Nonqualified Stock Option Agreement, dated as of March 19, 1999 between the
Company and Rachel O'Brien, the Nonqualified Stock Option Agreement, dated as of
March 19, 1999 between the Company and Michael P. Sherman, the Nonqualified
Stock Option Agreement, dated as of March 19, 1999 between the Company and
Richard Tate, and the Restricted Stock Agreement, dated as of March 19, 1999
between the Company and William J. Lansing (collectively, the "Agreements") of
up to 400,864 shares of Common Stock, par value $0.01 per share, of the Company
(the "Shares") to be registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-8.

                  I have examined each of the Agreements and such other
documents, records and matters of law as I have deemed necessary for purposes of
this opinion. Based on such examination and on the assumptions set forth below,
I am of the opinion that the Shares, when issued and delivered in accordance
with the applicable Agreement, against payment of the consideration therefor as
provided in the applicable Agreement and having a value not less than the par
value thereof, will be duly authorized, validly issued, fully paid and
nonassessable.

                  In rendering this opinion, I have assumed (i) the authenticity
of all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as copies (ii) that the signatures on
all documents examined by me are genuine and that, where any such signature
purports to have been made in a corporate, governmental, fiduciary or other
capacity, the person who affixed such signature to such document had authority
to do so and (iii) that the statements and certificates described in the
following paragraph are accurate in all material respects at the date of this
opinion.

                  I am a member of the bar of the State of Ohio, and have not
been admitted to the bar of any other jurisdiction. In rendering the opinions
set forth herein, my examination of matters of law has been limited to the
federal laws of the United States of America and the corporation laws of the
State of Delaware. In rendering this opinion, I have relied, as to certain
matters of fact, without any independent investigation, inquiry or verification,
upon statements or certificates of representatives of the Company and upon
statements or certificates of public officials.

                  I hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

                                        Very truly yours,

                                        /s/ Dennis J. Broderick

                                        Dennis J. Broderick
                                        General Counsel


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