DSW Inc. – IPO: ‘S-1MEF’ on 6/29/05 – EX-5.1

On:  Wednesday, 6/29/05, at 5:16pm ET   ·   Effective:  6/29/05   ·   Accession #:  950123-5-7990   ·   File #s:  333-123289, 333-126237

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Initial Public Offering (IPO):  Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Form S-1                                            HTML     23K 
 2: EX-5.1      Opinion of Vorys, Sater, Seymour and Pease LLP         1      7K 
 3: EX-23.2     Consent of Deloitte & Touche LLP                       1      6K 

EX-5.1   —   Opinion of Vorys, Sater, Seymour and Pease LLP

EX-5.1
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 June 29, 2005

DSW Inc.                                                                        
4150 East 5th Avenue                                                            
Columbus, Ohio 43219                                                            

Ladies and Gentlemen:                                                           

          This opinion is furnished to you in connection with a registration
statement on Form S-1 (File No. 333-123289) (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the registration of up to 16,171,875 Class A common shares, without
par value, of DSW Inc., an Ohio corporation (the "Company"), including shares to
cover over-allotments, if any (the "Shares"). The Shares are to be sold pursuant
to an underwriting agreement (the "Underwriting Agreement") dated June 28, 2005 
by and among the Company, Retail Ventures Inc., an Ohio corporation and the     
direct parent of the Company, Lehman Brothers Inc., Goldman, Sachs & Co., CIBC  
World Markets Corp. and Johnson Rice & Company, L.L.C.                          

            We have acted as Ohio counsel for the Company in connection with the
proposed issuance and sale of the Shares. For purposes of this opinion, we have 
examined and relied upon such documents, records, certificates and other        
instruments as we have deemed necessary. The opinions expressed below are       
limited to the General Corporation Law of Ohio.                                 

           Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued and delivered by the      
Company pursuant to the Underwriting Agreement against payment of the           
consideration set forth therein, will be validly issued, fully paid and         
non-assessable.                                                                 

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption      
"Legal Matters" in the prospectus incorporated by reference therein. In giving  
this consent we do not thereby admit that we are included in the category of    
persons whose consent is required under Section 7 of the Securities Act or the  
rules and regulations of the Commission.                                        

                       Very truly yours,

                                         Vorys, Sater, Seymour and Pease LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1MEF’ Filing		Date		Other Filings
Filed on / Effective on:		6/29/05		3/A,  424B4,  SC 13G
		6/28/05		4,  4/A,  S-1/A
				List all Filings