Exhibit 5.1

December 19, 2001

The Gap, Inc.
One Harrison Street
San Francisco, CA  94105

                           Re:     The Gap, Inc.
                                   Registration Statement on Form S-4


Ladies and Gentlemen:

     We have acted as counsel for The Gap, Inc., a Delaware corporation (the
"Company"), in connection with the registration of $200,000,000 aggregate
principal amount of the Company's 8.15% Notes due December 15, 2005 and
$500,000,000 aggregate principal amount of the Company's 8.80% Notes due
December 15, 2008 (collectively, the "Exchange Notes"). The Exchange Notes are
to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange
for a like principal amount of the issued and outstanding $200,000,000 aggregate
principal amount of the Company's 8.15% Notes due December 15, 2005 and
$500,000,000 aggregate principal amount of the Company's 8.80% Notes due
December 15, 2008 (collectively, the "Original Notes") under the Indenture,
dated as of November 21, 2001 (the "Indenture"), between the Company and The
Bank of New York, as trustee thereunder (the "Trustee"), as contemplated by the
Exchange and Registration Rights Agreement, dated as of November 21, 2001 (the
"Registration Rights Agreement"), by and among the Company and Goldman, Sachs &
Co., as representative for the initial purchasers of the Original Notes.

     This opinion is furnished to you in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

     In arriving at the opinions expressed herein, we have examined and relied
on the following documents:

     (a)  the Company's certificate of incorporation, as amended to the date
          hereof (the "Certificate of Incorporation"), the bylaws of the
          Company, as amended to the date hereof (the "Bylaws"), the resolutions
          of the Board of Directors adopted on October 30, 2001 relating to the
          issuance and exchange of the Exchange Notes pursuant to the Exchange
          Offer, the resolutions of the Special Committee of the Company's Board
          of Directors adopted on November 15, 2001 and the resolutions of the
          Pricing Committee of the Company's Board of Directors adopted on



The Gap, Inc.
December 19, 2001
Page 2

          November 16, 2001 relating to the interest rate, maturity date,
          pricing and certain other terms of the Exchange Notes;

     (b)  the Registration Statement on Form S-4 relating to the Exchange Notes
          to be filed with the Securities and Exchange Commission (the
          "Commission") on the date hereof under the Act (the "Registration
          Statement");

     (c)  an executed copy of the Indenture;

     (d)  an executed copy of the Registration Rights Agreement;

     (e)  the Form T-1 of the Trustee filed as an exhibit to the Registration
          Statement; and

     (f)  a specimen of the form of the Exchange Notes.

     In addition, we have examined such other instruments, documents and records
as we have deemed relevant and necessary as a basis for our opinion hereinafter
expressed.

Opinions
--------

     Based on the foregoing and subject to the assumptions, qualifications and
exceptions stated below, we are of the opinion that when the Registration
Statement becomes effective and the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, and the Exchange Notes (in the form examined
by us) have been duly executed and authenticated in accordance with the terms of
the Indenture and have been delivered upon consummation of the Exchange Offer
against receipt of Original Notes surrendered in exchange therefor in accordance
with the terms of the Exchange Offer, the Exchange Notes will constitute valid
and binding obligations of the Company, and the holders of the Exchange Notes
will be entitled to the benefits of the Indenture.

Assumptions and Qualifications
------------------------------

     In rendering this opinion, we have, with your permission, assumed the
following: (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us
as copies; and (c) the truth, accuracy and completeness of the information,
factual matters, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.

     Our opinion that the Exchange Notes are valid and binding obligations is
qualified as to (i) the effect of bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization, fraudulent conveyance or similar laws
relating to or affecting the rights of creditors generally; and (ii) general
principles of equity, including, without limitation, concepts of materiality,
reasonableness,
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The Gap, Inc.
December 19, 2001
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good faith, fair dealing, and the rules governing the availability of specific
performance or injunctive relief, whether enforcement is sought in a proceeding
in equity or at law.

     We express no opinion as to laws other than laws of the State of New York
and the corporate law of the State of Delaware.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the prospectus included in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.


Very truly yours,





  /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP

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