Shopko Stores Inc – ‘8-K’ for 7/6/99 – EX-5.1

On:  Tuesday, 7/13/99   ·   For:  7/6/99   ·   Accession #:  1077604-99-155   ·   File #:  1-10876

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     18K 
 2: EX-1.1      Form of Purchase Agreement                            45    179K 
 3: EX-5.1      Opinion of Godfrey and Kahn                            2      9K 

EX-5.1   —   Opinion of Godfrey and Kahn

EX-5.1
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[LETTERHEAD OF GODFREY & KAHN, S.C. APPEARS HERE] 

July 13, 1999 

ShopKo Stores, Inc.                                                             
700 Pilgrim Way                                                                 
Green Bay, Wisconsin  54304                                                     

Ladies and Gentlemen:                                                           

  In connection with the registration of 4,025,000 shares of common stock,
par value $0.01 per share (the "Shares"), of ShopKo Stores, Inc., a Wisconsin   
corporation (the "Company"), under the Securities Act of 1933, as amended (the  
"Securities Act"), on Form S-3 which was initially filed with the Securities and
Exchange  Commission (the "Commission") on June 2, 1999 (the "Registration      
Statement"), you have requested our opinion with respect to the following       
matters.                                                                        

  In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company 
in connection with the authorization, issuance and sale of the Shares, and, for 
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed.  In addition, we have made such legal and     
factual examinations and inquiries, including an examination of originals or    
copies certified or otherwise identified to our satisfaction of such documents, 
records and papers as we have deemed necessary or appropriate for purposes of   
this opinion.  We have, with your consent, relied as to factual matters on      
certificates or other documents furnished by the Company and upon such other    
documents and data that we have deemed appropriate and, for purposes of this    
opinion, have assumed that the certificates and other documents to be furnished 
in connection with the closing of the sale of the Shares will be delivered in   
the manner presently proposed.  We have assumed the genuineness of all          
signatures, the authenticity of all documents submitted to us as originals and  
the conformity to original documents of all documents submitted to us as copies.

   We are not members of the Bar of any jurisdiction other than the State of
Wisconsin, and, with your consent, we are opining herein only on the Wisconsin  
Business Corporation Law and                                                    

EX-5.1
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the laws of the State of Wisconsin.  We express no opinion with respect to the  
applicability thereto, or the effect thereon, of any other laws or the laws of  
any other jurisdiction.                                                         

    Based on such examination and review, and subject to the foregoing, we are
of the opinion that the Shares have been duly authorized, and, upon issuance,   
delivery and payment therefor in the manner contemplated by the Purchase        
Agreement, will be validly issued, fully paid and non-assessable, subject to    
Section 180.0622(2)(b) of the Wisconsin Statutes.                               

     Section 180.0622(2)(b) of the Wisconsin Statutes provides that shareholders
of a corporation may be assessed up to the par value of their shares to satisfy 
the obligations of such corporation to its employees for services rendered, but 
not exceeding six months service in the case of any individual employee.        
Certain Wisconsin courts have interpreted "par value" to mean the full amount   
paid by the purchaser of shares upon issuance thereof.                          

We hereby consent to the use of this opinion as an exhibit to the     
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus that is a part of the Registration Statement.  In    
giving such consent, we do not admit that we are in the category of persons     
whose consent is required under Section 7 of the Securities Act.                

Very truly yours,   

     /s/  Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/13/99		1
For Period End:		7/6/99							11-K,  8-K/A,  SC 13D/A,  SC 14D1/A
		6/2/99		1					10-Q,  S-3
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