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                                    EXHIBIT 5

                         OPINION OF IRELL & MANELLA LLP




                                October 26, 2000


Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, California  94109

Ladies and Gentlemen:

         We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration of 1,500,000 shares of common
stock, par value $.01 per share (the "Shares"), of Williams-Sonoma, Inc., a
California corporation (the "Company"), issuable under the Williams-Sonoma, Inc.
2000 Nonqualified Stock Option Plan (the "Plan").

         As your counsel in connection with this transaction, we have examined
the proceedings proposed to be taken in connection with the Plan and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.

         Based on these examinations, it is our opinion that upon completion of
the proceedings being taken or which we, as your counsel, contemplate will be
taken prior to the issuance of the Shares, the Shares, when issued in the manner
referred to in the Registration Statement and the Plan, will be legally and
validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.


                                           Very truly yours,




                                           /s/ Irell & Manella LLP
                                           -----------------------
                                           Irell & Manella LLP