Exhibit 5.1

                               February 1, 2001

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

     Re:  The Gap, Inc.
          Registration Statement on Form S-3

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), in the form to be filed by The Gap, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC") in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of the Company's debt securities (the "Debt Securities").  The Debt Securities
are to be issued under an Indenture (the "Indenture"), dated as of September 1,
1997, between the Company and The Bank of New York as successor trustee to
Harris Trust Company of California, as Trustee (the "Trustee"), which has been
incorporated by reference as an exhibit to the Registration Statement. The Debt
Securities are to be issued pursuant to an Underwriting Agreement (the
"Underwriting Agreement"), in the form filed as an exhibit to the Registration
Statement. The Debt Securities are to be issued in the form set forth in the
Indenture. The Debt Securities are to be sold from time to time as set forth in
the Registration Statement, the Prospectus (the "Prospectus") and the
supplements to the Prospectus (the "Prospectus Supplements").

     We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.  In
such examination, we have 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, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

     Based on such examination, we are of the opinion that:

     1.  When the issuance of Debt Securities has been duly authorized by
appropriate corporate action and the Debt Securities, in the form set forth in
the Indenture, have been duly completed, executed, authenticated and delivered
in accordance with the Indenture and sold pursuant to the Underwriting Agreement
and as described in the Registration Statement, any amendment thereto, the
Prospectus and any Prospectus Supplement relating thereto, the Debt Securities
will be legal, valid and binding obligations of the Company, entitled to the
benefits of such Indenture.


Page 2
The Gap, Inc.
February 1, 2001


     Our opinion that any document is legal, valid and binding is qualified as
to:

     (a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally; and

     (b) general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.

     We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in the Registration Statement, the Prospectus, the Prospectus Supplement, and in
any amendment or supplement thereto.  In giving such consent, we do not believe
that we are "experts" within the meaning of such term as used in the Act or the
rules and regulations of the SEC issued thereunder with respect to any part of
the Registration Statement, including this opinion as an exhibit or otherwise.

                                      Very truly yours,

                                      /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

                                      ORRICK, HERRINGTON & SUTCLIFFE LLP