Great Train Store Co – ‘S-8’ on 10/10/97 – EX-5

As of:  Friday, 10/10/97   ·   Effective:  10/10/97   ·   Accession #:  1011240-97-93   ·   File #:  333-37705

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     33K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Exhibit 5.1                                            2±     9K 
 3: EX-10       Exhibit 10.1                                           9     47K 
 4: EX-10       Exhibit 10.13                                          2      9K 
 5: EX-23       Exhibit 23.1                                           1      6K 

EX-5   —   Exhibit 5.1

GALLOP, JOHNSON & NEUMAN, L.C.
 101 S. Hanley
 St. Louis, Missouri 63105

October 10, 1997  

Board of Directors                                                              
The Great Train Store Company                                                   
14180 Dallas Parkway, Suite 618                                                 
Dallas, Texas  75240                                                            

Re:     Registration Statement on Form S-8                                      
The Great Train Store Company 1994 Amended and Restated         
Incentive Compensation Plan                                     
The Great Train Store Company 1994 Director Stock Option Plan   

Gentlemen:                                                                      

        We have  served  as  counsel  to The  Great  Train  Store  Company  (the
"Company") in connection  with the various legal matters  relating to the filing
of a registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended,  and the Rules and  Regulations  promulgated
thereunder, relating to 250,000 shares of common stock of the Company, par value
$.01 per share (the  "Shares"),  reserved  for issuance in  accordance  with The
Great Train Store Company 1994 Amended and Restated Incentive  Compensation Plan
and The Great Train Store Company 1994 Director Stock Option Plan (the "Plans").

        We have examined such  corporate  records of the Company,  such laws and
such other  information  as we have deemed  relevant,  including  the  Company's
Amended and  Restated  Certificate  of  Incorporation,  and Amended and Restated
Bylaws,  certain  resolutions  adopted by the Board of  Directors of the Company
relating to the Plans and  certificates  received from state  officials and from
officers  of the  Company.  In  delivering  this  opinion,  we have  assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as  certified,  photostatic  or conformed  copies,  and the  correctness  of all
statements submitted to us by officers of the Company.                          

 Based upon the foregoing, the undersigned is of the opinion that:

        1.      The Company is a corporation duly incorporated, validly existing
             and in good standing under the laws of the State of Delaware.

        2.      The Common  Stock  being  offered by the  Company,  if issued in
                accordance   with  the  Plans,   will  be  validly   issued  and
     outstanding and will be fully paid and nonassessable.

        We consent to the use of this opinion as an exhibit to the  Registration
Statement  and to the use of our  name in the  Registration  Statement.  We also
consent to your filing copies of this opinion as an exhibit to the  Registration
Statement  with  agencies of such states as you deem  necessary in the course of
complying  with the laws of such  states  regarding  the  issuance of the Shares
pursuant to the Plans.                                                          

                           Very truly yours,

                                            /s/ GALLOP, JOHNSON & NEUMAN, L.C.

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		10/10/97		None on these Dates
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