EXHIBIT 5.1


HUGHES HUBBARD & REED & LLP                          350 South Grand Avenue
---------------------------                          Los Angeles, CA  90071-3442
                                                     Telephone:  213 613-2800
                                                     Facsimile:  213-613-2950



                                            July 3, 2003



15036.0100



Factory 2-U Stores, Inc.
4000 Ruffin Road
San Diego, California  92121

Re:  Registration Statement on Form S-3

Ladies and Gentlemen:


     We  have  examined  the  Registration  Statement  on  Form  S-3  (File  No.
333-105011) under the Securities Act of 1933, as amended (the "Securities Act"),
in the form in which it was filed by Factory 2-U Stores,  Inc.  (the  "Company")
with the Securities and Exchange  Commission (the  "Commission")  on May 5, 2003
and Amendment No. 1 to the  Registration  Statement as filed with the Commission
on the date hereof (the  "Registration  Statement") in connection  with the sale
from  time  to  time  by the  selling  stockholders  named  in the  Registration
Statement  (the  "Selling  Stockholders")  of up to  2,590,379  shares of common
stock, $.01 par value, of the Company (the "Shares").  Of the Shares,  2,515,379
were issued in connection with the  Subscription  Agreements  dated on or around
March 6, 2003 (the  "Subscription  Agreements") and 75,000 will be issuable upon
exercise  of  a  warrant  (the  "Warrant  Shares")  dated  March  6,  2003  (the
"Warrant").


     In connection with our opinion expressed below, we have examined  originals
or  copies  certified  to  our  satisfaction  of  such  agreements,   documents,
certificates and other statements of government officials and corporate officers
of the Company and such other papers as we have deemed relevant and necessary as
a basis for such opinion.  As to certain facts material to our opinion,  we have
relied,  to the extent that we deem such reliance proper,  upon  certificates of
public officials and of officers of the Company.  In rendering such opinion,  we
have  assumed  the  genuineness  of  all  signatures,  the  authenticity  of all
documents  submitted to us as originals and the conformity to authentic original
documents  of  all  documents  submitted  to  us  as  certified,   conformed  or
photostatic copies.

     In connection with our opinions  expressed  below, we have assumed that (i)
the Registration  Statement becomes and remains effective during the period when
the Shares  are  offered  and sold,  (ii) the full  consideration  stated in the
Subscription Agreements pursuant to which the issued and outstanding Shares were
purchased  was paid for each Share,  (iii) the Warrant  Shares will be issued in
accordance  with the terms of the Warrant and the  resolutions  authorizing  the



<TABLE>
<CAPTION>
<S>                          <C>                   <C>                      <C>
47, Avenue Georges  Mandel   1775 I Street, N.W.   35o South Grand Avenue   2o1 South  Biscayne Boulevard
75116 Paris, France          Washington,  D.C.     Los Angeles, CA          Miami, FL
(33) (1) 44.o5.8o.oo         2ooo6-24o1            9oo71-3442               33131-4332
                             2o2-721-46oo          213-613-28oo             3o5-358-1666
</TABLE>

<PAGE>

issuance of the Warrant, (iv) appropriate certificates evidencing the issued and
outstanding  Shares were executed and delivered by the Company,  (v) appropriate
certificates evidencing the Warrant Shares will be executed and delivered by the
Company upon their issuance and (vi) compliance  with all applicable  securities
laws.

     Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion,  it is our
opinion that the Shares, when sold by the respective Selling Stockholders,  will
be legally and validly issued, fully paid and non-assessable.


     The  opinion  expressed  above is limited to  questions  arising  under the
Federal  securities  laws of the United States and the General  Corporate Law of
the State of Delaware including the statutory provisions and also all applicable
provisions  of  the  Delaware   Constitution  and  reported  judicial  decisions
interpreting these laws.


     We consent to the filing of this opinion as an exhibit to the  Registration
Statement and to the reference to our firm  appearing  under the caption  "Legal
Matters" in the Prospectus forming part of the Registration Statement. In giving
this consent, we do not thereby admit that we are within 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,



                                            HUGHES HUBBARD & REED LLP