Exhibit 5.1


                     [Weil, Gotshal & Manges LLP Letterhead]






                                December 13, 2001



Toys "R" Us, Inc.
225 Summit Avenue
Montvale, NJ  07645

Ladies and Gentlemen:

                  We have acted as counsel to Toys "R" Us, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-4 (as amended, the "Registration Statement"), under the Securities Act
of 1933, as amended, relating to $250,000,000 aggregate principal amount of the
Company's 6.875% Notes due 2006 and $500,000,000 aggregate principal amount of
the Company's 7.625% Notes due 2011 (the "Notes").

                  In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Indenture dated as of July 24, 2001, between the Company and The Bank of New
York, as trustee (the "Trustee"), pursuant to which the Notes will be issued
(the "Indenture"), the form of the Notes included in the Indenture filed as
Exhibit 4.1 to the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.






Toys "R" Us, Inc.
December 13, 2001
Page 2


                  Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Notes are duly authorized, and,
when duly executed on behalf of the Company, authenticated by the Trustee and
delivered in accordance with the terms of the Indenture and as contemplated by
the Registration Statement, will constitute legal, valid and binding obligations
of the Company, enforceable against it in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principals of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

                  The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.

                  We consent to the reference to our name under the caption
"Legal Matters" in the prospectus which is a part of the Registration Statement.


                                Very truly yours,

                                /s/  Weil, Gotshal & Manges LLP