Attached files
file | filename |
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8-K - FORM 8-K - JONES GROUP INC | y89889e8vk.htm |
EX-1.1 - EX-1.1 - JONES GROUP INC | y89889exv1w1.htm |
EX-4.1 - EX-4.1 - JONES GROUP INC | y89889exv4w1.htm |
EX-99.1 - EX-99.1 - JONES GROUP INC | y89889exv99w1.htm |
Exhibit 5.1
[Letterhead of ]
CRAVATH, SWAINE & MOORE LLP
[New
York Office]
March 7, 2011
The Jones Group, Inc.
Jones Apparel Group Holdings, Inc.
Jones Apparel Group USA, Inc.
JAG Footwear, Accessories and Retail Corporation
$300,000,000
Principal Amount of
6.875% Senior Notes due 2019
Jones Apparel Group Holdings, Inc.
Jones Apparel Group USA, Inc.
JAG Footwear, Accessories and Retail Corporation
$300,000,000
Principal Amount of
6.875% Senior Notes due 2019
Ladies and Gentlemen:
We have acted as counsel for The Jones Group Inc., a Pennsylvania corporation, and its
subsidiaries Jones Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel Group USA,
Inc., a Delaware corporation, and JAG Footwear, Accessories and Retail Corporation, a New Jersey
corporation (collectively, the Issuers), in connection with the public offering and sale by the
Issuers of $300,000,000 aggregate principal amount of 6.875% Senior Notes due 2019 (the Notes) to
be issued under an indenture dated as of March 7, 2011 (the Indenture), among the Issuers and
U.S. Bank National Association, as trustee (the Trustee).
In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary or appropriate for the purposes of this opinion, including the Indenture and the
Registration Statement on Form S-3 (Registration No. 333-166566), filed with the Securities and
Exchange Commission (the Commission) on May 6, 2010, for registration under the Securities Act of
1933 (the Securities Act) of an indeterminate amount of debt securities to be issued from time to
time by the Company (the Registration Statement).
As to various questions of fact material to this opinion, we have relied upon representations
of officers or directors of the Issuers and documents furnished to us by the Issuers without
independent verification of their accuracy. We have also assumed (a) the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all documents submitted to
us as copies, (b) that the Indenture has been duly authorized, executed and delivered by, and
represents a legal, valid and binding obligation of, the Trustee, (c) that the Indenture has been
duly authorized, executed and delivered by the Issuers and (d) that the Notes have been duly
authorized and executed.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion
that when the Notes are authenticated in accordance with the provisions of the Indenture and
delivered and paid for, the Notes will constitute legal, valid and binding obligations of the
Issuers, enforceable against the Issuers in accordance with their terms and entitled to the
benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from
time to time in effect and to general principles of equity, including, without limitation, concepts
of materiality,
2
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law).
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the caption Legal
Matters in the Registration Statement. 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.
We are admitted to practice only in the State of New York and express no opinion as to matters
governed by any laws other than the laws of the State of New York, the Delaware General Corporation
Law and the Federal laws of the United States of America. In particular, we do not purport to pass
on any matter governed by the laws of Pennsylvania or New Jersey.
Very truly yours, |
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/s/ Cravath, Swaine & Moore LLP | ||||
The Jones Group Inc.
1411 Broadway
New York, New York 10018