Exhibit 5

                             McDermott, Will & Emery
                              227 W. Monroe Street
                          Chicago, Illinois 60606-5096


                                  July 7, 2000

Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445

Ladies and Gentlemen:

         We have acted as counsel for Office  Depot,  Inc.  (the  "Company")  in
connection with the  preparation and filing of a Registration  Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities Act
of 1933,  as amended,  of an aggregate of  18,000,000  additional  shares of the
Company's  Common Stock,  $.01 par value (the "Common  Stock"),  of which 16,000
,000  additional  shares  may be  issued  pursuant  to the  Office  Depot,  Inc.
Long-Term Equity Incentive Plan (the "Incentive Plan") and 2,000,000  additional
shares may be issued pursuant to the Office Depot,  Inc. Employee Stock Purchase
Plan (the "ESPP").

         We have examined or considered:

         1.       A copy of the Company's Restated Certificate of Incorporation,
                  as amended;

         2.       A copy of the By-Laws of the Company, as currently in effect;

         3.       Copies of resolutions duly adopted by the Board of Directors
                  of the Company relating to the additional shares of Common
                  Stock which may be issued pursuant to the Incentive Plan and
                  the ESPP, respectively; and

         4.       A copy of the Incentive Plan and the ESPP.

         In addition to the  examination  outlined above, we have conferred with
various  officers  of the  Company  and have  ascertained  or  verified,  to our
satisfaction,  such additional  facts as we deemed  necessary or appropriate for
the purposes of this opinion.

         We are of the opinion that the Common  Stock,  when issued  pursuant to
and in accordance  with the terms of the Incentive Plan or the ESPP, as the case
may be, and against  payment of the purchase  price  therefor as provided for in
the respective plans, will be legally issued, fully paid and nonassessable.

         We hereby  consent  to the  reference  to our firm in the  Registration
Statement  and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                                     Yours very truly,


                                                     /s/ McDermott, Will & Emery
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