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                                    EXHIBIT 5

                         OPINION OF IRELL & MANELLA LLP




                                 March 30, 2001


Williams-Sonoma, Inc.
3250 Van Ness Avenue
San Francisco, California  94109

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration of 2,500,000 shares of common stock, par value
$.01 per share (the "Shares"), of Williams-Sonoma, Inc., a California
corporation (the "Company"), issuable under the Williams-Sonoma, Inc. 2001 Stock
Option Plan (the "Plan").

     As your counsel in connection with this transaction, we have examined the
proceedings proposed to be taken in connection with this Plan and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.

     Based on these examinations, it is our opinion that upon completion of the
proceedings being taken or which we, as your counsel, contemplate will be taken
prior to the issuance of the Shares, the Shares, when issued in the manner
referred to in the Registration Statement and this Plan, will be legally and
validly issued, fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                  Very truly yours,




                                                  /s/ Irell & Manella LLP
                                                  -----------------------
                                                  Irell & Manella LLP