FOSTER PEPPER & SHEFELMAN
February 21, 1996
Board of Directors
Price/Costco, Inc.
999 Lake Drive
Issaquah, Washington 98027
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of unsecured notes in the principal amount of $500,000,000 (the "Debt
Securities") of Price/Costco, Inc. (the "Company"), and specifically with
respect to that certain Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission for
the purpose of such registration, you have asked that we render certain opinions
in connection with the issuance of the Debt Securities.
In connection with the opinions expressed below, we have examined and are
familiar with:
(a) the form of Trust Indenture between the Company and American Bank
National Association, as Trustee;
(b) the resolutions of the Board of Directors of the Company pertaining to
the authorization of the Debt Securities and to the Registration Statement and
related matters adopted at a meeting of the Board on February 14, 1996;
(c) the Registration Statement; and
(d) the Prospectus and the Prospectus Supplement filed as part of the
Registration Statement.
Based upon the foregoing examination, and after consideration of applicable
law, it is our opinion that the Debt Securities to be issued and sold by the
Company pursuant to the Registration Statement have been duly authorized and,
when sold and after receipt of payment therefor, will constitute a valid and
binding obligation of the Company, enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, solvency, reorganization and other
laws of general applicability relating to
Board of Directors
February 21, 1996
Page 2
or affecting the rights of creditors generally, and to general equity
principles.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to our firm under the caption
"Legal Matters" in the Prospectus Supplement included as part of the
Registration Statement.
Respectfully submitted,
FOSTER PEPPER & SHEFELMAN
/s/ David R. Wilson
----------------------------------
David R. Wilson