September 7, 2001
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
Re:	Registration Statement on Form S-8 Relating to the Toll
Brothers, Inc. Stock Option and Incentive Plan (1995)
Ladies and Gentlemen:
   As counsel to Toll Brothers, Inc., a Delaware corporation (the "Company"),
      we have assisted in the preparation of the Registration Statement on Form
      S-8 (the "Registration Statement") to be filed with the Securities and
      Exchange Commission under the Securities Act of 1933, as amended,
      relating to 3,100,000 shares of the Company's Common Stock, $.01
      par value
per share (the "Common Stock"), which may be issued under the Toll
      Brothers, Inc. Stock Option and Incentive  Plan (1995) (the "Plan").
In this connection, we have examined and considered the original or
      copies, certified or otherwise identified to our satisfaction, of the
      Company's Restated Certificate of Incorporation, as amended, its
      By-laws, as amended, the Plan, resolutions of the Company's Board
      of Directors and such other documents and corporate records relating
      to the Company and the issuance and sale of the Common Stock as
      we have deemed appropriate for purposes of rendering this opinion.
In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified
      documents and the conformity to original and certified documents of all
      copies submitted to us as conformed, photostat or other copies.  As
to matters of fact which have not been independently established, we have
relied upon representations of officers of the Company.
Based upon the foregoing examination and the information thus supplied,
      it is our opinion that the shares of Common Stock to be offered under the
      Plan are duly authorized and, when issued and sold pursuant to the terms
      of the Plan, will be validly issued, fully paid and non-assessable.

We hereby expressly consent to the inclusion of this opinion as an exhibit
      to the Registration Statement.
Sincerely,
	WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP






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