CAHILL GORDON & REINDELL LLP
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                                                       October 13, 2004

1-800-Flowers.com
1600 Stewart Avenue
Westbury, New York  11590

                         Re: S-8 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to 1-800-Flowers.com (the "Company") in connection
with its Registration Statement on Form S-8 (the "Registration Statement") filed
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act of 1933, as amended,  with respect to up to 7,500,000  shares of
Class A common  stock,  par value $0.01 per share (the "Common  Stock"),  of the
Company  which are issuable  under the  Company's  2003 Long Term  Incentive and
Share Award Plan (the "Plan").

     We have examined the  Registration  Statement,  the Plan, the Third Amended
and Restated  Certificate of  Incorporation  and Amended and Restated By-Laws of
the Company,  and the records of meetings and consents of the Board of Directors
and stockholders of the Company provided to us by the Company.

     Based  upon  the  foregoing,  we are of the  opinion  that the  Company  is
authorized  to issue and to sell the  Common  Stock and the  Common  Stock  when
issued by the Company,  delivered and paid for in accordance  with the terms and
conditions of the Plan will be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of person whose  consent is required  under Section 7 of the
Securities Act of 1933.


/s/ Cahill Gordon & Reindell LLP