Exhibit 5.1

                                                    May 20, 2002

Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652

Ladies and Gentlemen:

         We have acted as counsel to Toys "R" Us, Inc., a Delaware
corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to
the issuance by the Company of shares of its common stock, par value
$0.10 per share (together with any additional shares of such common
stock that may be issued by the Company pursuant to Rule 462(b)) (as
prescribed by the Commission pursuant to the Act) in connection with
the offering described in the Registration Statement, the "Shares").
The Shares have associated rights to purchase additional shares of
common stock, which are issuable under the Amended and Restated Rights
Agreement dated as of April 16, 1999 between the Company and American
Stock Transfer & Trust Company, as rights agent.

         We have examined the Registration Statement and a specimen of
the share certificate evidencing the Company's common stock, which has
been filed with the Commission as an exhibit to the Registration
Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection
with the opinions expressed herein. As to questions of fact material
to this opinion, we have relied upon certificates of public officials
and of officers and representatives of the Company.



Toys "R" Us, Inc.                -2-                              May 20, 2002

         In rendering the opinions set forth below, 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 duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that upon payment and delivery
in accordance with the applicable definitive underwriting agreement approved by
the Board of Directors of the Company, the Shares will be validly issued, fully
paid and nonassessable.

         We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the
federal law of the United States and the Delaware General Corporation
Law (including the statutory provisions, all applicable provisions of
the Delaware Constitution and reported judicial decisions interpreting
the foregoing).

         We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of our name
under the caption "Legal Opinions" in the Prospectus included in the
Registration Statement.

                                           Very truly yours,

                                           /s/ Simpson Thacher & Bartlett

                                           SIMPSON THACHER & BARTLETT