EXHIBIT 5.1

                              HALE AND DORR LLP
                              60 State Street
                              Boston, MA 02109

                                                              August 27, 2001

Staples, Inc.
500 Staples Drive
Framingham, MA  01702

         Re:  STAPLES, INC. AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN

Ladies and Gentlemen:

         We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 31,230,611 shares of Staples Common Stock, $0.0006 par
value per share (the "Shares"), of Staples, Inc., a Delaware corporation (the
"Company"), issuable under the Staples, Inc. Amended and Restated 1992 Equity
Incentive Plan (the "Plan").

         We have examined the Restated Certificate of Incorporation of the
Company and the Amended and Restated By-Laws of the Company, each as amended to
date, and originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.

         In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.

         Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Staples Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.

                                            Very truly yours,

                                            /s/ HALE AND DORR LLP

                                            HALE AND DORR LLP