Burlington Coat Factory of Massachusetts POS AM Prospectus update (post-effective amendment)

Exhibit 5.23 – Montana

Dated as of November 22, 2011

Burlington Coat Factory Warehouse Corporation

1830 Route 130 North

Burlington, New Jersey 08016

Re: Local Counsel Opinion for Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel in the State of Montana counsel to Burlington Coat Factory of Montana, LLC, a Montana limited liability company (the “Montana Guarantor”), one of the guarantors listed onSchedule A hereto (the “Guarantors”) and together with Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Issuer”, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $450,000,000 in aggregate principal amount of the Issuer’s 10% Senior Notes due 2019 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about July 15, 2011. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of February 24, 2011 (the “Indenture”) by and among the Issuer, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 10% Senior Notes due 2019 issued on February 24, 2011 (the “Old Notes”), of which $450,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, limited liability company records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the articles of organization and operating agreement of the Montana Guarantor; (ii) the consent of the sole member of the Montana Guarantor with respect to the issuance of the Notational Guarantee dated as of February 24, 2011 (insofar as it obligates the Montana Guarantor, the “Montana Guarantee”); (iii) a certificate from the Secretary of the Montana Guarantor dated as of February 24, 2011, certifying specified matters regarding the limited liability company status and actions taken by the Montana Guarantor; (iv) a certificate from the Secretary of the Montana Guarantor dated as of November 22, 1011, certifying that each statement made by the Secretary of the Montana Guarantor in the certificate described in (iii) above, with respect to the Montana Guarantor, is true and correct as of the date hereof; (v) the Indenture; (vi) the Registration Statement; (vii) the Registration Rights Agreement, dated as February 24, 2011, by and among the Issuer, the Guarantors and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill

Burlington Coat Factory Warehouse Corporation

As of November 22, 2011

Lynch, Pierce, Fenner & Smith Incorporation and Wells Fargo Securities, LLC. (the “Registration Rights Agreement”); and (viii) the Montana Guarantee.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Montana Guarantor, and the due authorization, execution and delivery of all documents by the parties thereto other than the Montana Guarantor. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws, statutes or rules affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations that may limit the rights of parties to obtain certain remedies, and (iv) good faith and the duty to act in a commercially reasonable manner.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Montana Guarantee will be a validly issued and binding obligation of the Montana Guarantor.

We hereby consent to the filing of this opinion as Exhibit 5.23 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of Montana law and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

2

Burlington Coat Factory Warehouse Corporation

As of November 22, 2011

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Montana Guarantor of its obligations under the Montana Guarantee do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound, except those agreements and instruments that have been identified by the Issuer and the Montana Guarantor as being material to them and that have been filed as exhibits to the Registration Statement.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.

Yours very truly,
CROWLEY FLECKPLLP
By:	/s/ William D. Lamdin, III
	William D. Lamdin, III

3

Schedule A

Guarantors	Jurisdiction of Organization
Burlington Coat Factory of Alabama, LLC		Alabama
Burlington Coat Factory Realty of Huntsville, LLC		Alabama
Burlington Coat Factory Warehouse of Anchorage, Inc.		Alaska
Burlington Coat Factory Realty of Mesa, Inc.		Arizona
Burlington Coat Factory Realty of Desert Sky, Inc.		Arizona
Burlington Coat Factory of Arizona, LLC		Arizona
Burlington Coat Factory of Arkansas, LLC		Arkansas
Burlington Coat Factory Realty of Dublin, Inc.		California
Burlington Coat Factory Realty of Florin, Inc.		California
Burlington Coat Factory Realty of Ventura, Inc.		California
Baby Depot of California, LLC		California
Burlington Coat Factory of California, LLC		California
Burlington Coat Factory of San Bernardino, LLC		California
MJM Designer Shoes of California, LLC		California
Burlington Coat Factory of Colorado, LLC		Colorado
Burlington Coat Realty of East Windsor, Inc.		Connecticut
Burlington Coat Factory of Connecticut, LLC		Connecticut
Cohoes Fashions of Connecticut, LLC		Connecticut
Burlington Coat Factory of Texas, Inc.		Delaware
C.F.I.C. Corporation		Delaware
Burlington Coat Factory Realty Corp.		Delaware
Burlington Coat Factory of Delaware, LLC		Delaware
MJM Designer Shoes of Delaware, LLC		Delaware
Burlington Coat Factory Investments Holdings, Inc.		Delaware
Burlington Coat Factory of Texas, L.P.		Delaware
Burlington Coat Factory Realty of University Square, Inc.		Florida
Burlington Coat Factory Realty of Coral Springs, Inc.		Florida
Burlington Coat Factory Realty of West Colonial, Inc.		Florida
Burlington Coat Factory Realty of Orlando, Inc.		Florida
Burlington Coat Factory Realty of Sarasota, Inc.		Florida
K&T Acquisition Corp.		Florida
Burlington Coat Factory of Florida, LLC		Florida
MJM Designer Shoes of Florida, LLC		Florida
Bee Ridge Plaza, LLC		Florida
Burlington Coat Factory Warehouse of Atlanta, Inc.		Georgia
Burlington Coat Factory Realty of Morrow, Inc.		Georgia
Burlington Coat Factory of Georgia, LLC		Georgia
Burlington Coat Factory of Hawaii, LLC		Hawaii
Burlington Coat Factory of Idaho, LLC		Idaho
Burlington Coat Factory Warehouse of East St. Louis, Inc.		Illinois
Burlington Coat Realty of Gurnee, Inc.		Illinois

Guarantors	Jurisdiction of Organization
Burlington Coat Factory Realty of Bloomingdale, Inc.	Illinois
Burlington Coat Factory Realty of River Oaks, Inc.	Illinois
Burlington Coat Factory of Illinois, LLC	Illinois
Burlington Coat Factory Realty of Greenwood, Inc.	Indiana
Burlington Coat Factory of Indiana, LLC	Indiana
Burlington Coat Factory of Iowa, LLC	Iowa
Burlington Coat Factory of Kansas, LLC	Kansas
Burlington Coat Factory of Kentucky, Inc.	Kentucky
Burlington Coat Factory of Louisiana, LLC	Louisiana
Burlington Coat Factory of Maine, LLC	Maine
Burlington Coat Factory of Maryland, LLC	Maryland
Burlington Coat Factory Realty of North Attleboro, Inc.	Massachusetts
Burlington Coat Factory of Massachusetts, LLC	Massachusetts
Cohoes Fashions of Massachusetts, LLC	Massachusetts
Burlington Coat Factory Warehouse of Detroit, Inc.	Michigan
Burlington Coat Factory Warehouse of Grand Rapids, Inc.	Michigan
Burlington Coat Factory Warehouse of Redford, Inc.	Michigan
Burlington Coat Factory of Michigan, LLC	Michigan
Burlington Coat Factory of Minnesota, LLC	Minnesota
Burlington Coat Factory of Mississippi, LLC	Mississippi
Burlington Coat Factory Realty of Des Peres, Inc.	Missouri
Burlington Coat Factory of Missouri, LLC	Missouri
Burlington Coat Factory of Montana, LLC	Montana
Burlington Coat Factory of Nebraska, LLC	Nebraska
Burlington Coat Realty of Las Vegas, Inc.	Nevada
Burlington Coat Factory of Nevada, LLC	Nevada
Burlington Coat Factory of New Hampshire, LLC	New Hampshire
Burlington Coat Factory Direct Corporation	New Jersey
Burlington Coat Factory Warehouse of Edgewater Park, Inc.	New Jersey
Burlington Coat Factory Warehouse of New Jersey, Inc.	New Jersey
MJM Designer Shoes of Moorestown, Inc.	New Jersey
Super Baby Depot of Moorestown, Inc.	New Jersey
Burlington Coat Factory Realty of Edgewater Park, Inc.	New Jersey
Burlington Coat Factory Realty of Paramus, Inc.	New Jersey
Burlington Coat Factory Realty of Pinebrook, Inc.	New Jersey
Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.	New Jersey
Burlington Coat Factory of New Jersey, LLC	New Jersey
Cohoes Fashions of New Jersey, LLC	New Jersey
MJM Designer Shoes of New Jersey, LLC	New Jersey
Burlington Coat Factory of New Mexico, LLC	New Mexico
LC Acquisition Corp.	New York
Georgetown Fashions Inc.	New York
Monroe G. Milstein, Inc.	New York
Burlington Coat Factory Realty of Yonkers, Inc.	New York

Guarantors	Jurisdiction of Organization
Burlington Coat Factory of New York, LLC	New York
Cohoes Fashions of New York, LLC	New York
MJM Designer Shoes of New York, LLC	New York
Burlington Coat Factory of North Carolina, LLC	North Carolina
Burlington Coat Factory of North Dakota, LLC	North Dakota
Burlington Coat Factory Warehouse of Cleveland, Inc.	Ohio
Burlington Coat Factory of Ohio, LLC	Ohio
Burlington Coat Factory Realty of Tulsa, Inc.	Oklahoma
Burlington Coat Factory of Oklahoma, LLC	Oklahoma
Burlington Coat Factory of Oregon, LLC	Oregon
Burlington Coat Factory Warehouse Inc.	Pennsylvania
Burlington Coat Factory Warehouse of Cheltenham, Inc.	Pennsylvania
Burlington Coat Factory Warehouse of Langhorne, Inc.	Pennsylvania
Burlington Coat Factory Warehouse of Montgomeryville, Inc.	Pennsylvania
Burlington Coat Factory Realty of West Mifflin, Inc.	Pennsylvania
Burlington Coat Factory Realty of Langhorne, Inc.	Pennsylvania
Burlington Coat Factory Realty of Whitehall, Inc.	Pennsylvania
Burlington Factory Warehouse of Reading, Inc.	Pennsylvania
Burlington Coat Factory Warehouse of Bristol, LLC	Pennsylvania
Burlington Coat Factory of Pennsylvania, LLC	Pennsylvania
MJM Designer Shoes of Pennsylvania, LLC	Pennsylvania
Burlington Coat Factory of Puerto Rico, LLC	Puerto Rico
Cohoes Fashions of Cranston, Inc.	Rhode Island
Burlington Coat Factory of Rhode Island, LLC	Rhode Island
Burlington Coat Factory Warehouse of Charleston, Inc.	South Carolina
Burlington Coat Factory of South Carolina, LLC	South Carolina
Burlington Coat Factory of South Dakota, LLC	South Dakota
Burlington Coat Factory Warehouse of Hickory Commons, Inc.	Tennessee
Burlington Coat Factory Warehouse of Memphis, Inc.	Tennessee
Burlington Coat Factory Warehouse of Shelby, Inc.	Tennessee
Burlington Coat Factory Realty of Memphis, Inc.	Tennessee
Burlington Coat Realty of Plano, Inc.	Texas
Burlington Coat Factory Warehouse of Baytown, Inc.	Texas
MJM Designer Shoes of Texas, Inc.	Texas
Burlington Coat Realty of Houston, Inc.	Texas
Burlington Coat Factory Realty of Westmoreland, Inc.	Texas
Burlington Coat Factory Realty of Bellaire, Inc.	Texas
Burlington Coat Factory Realty of El Paso, Inc.	Texas
Burlington Coat Factory of Utah, LLC	Utah
Burlington Coat Factory of Vermont, LLC	Vermont
BCF Cards, Inc.	Virginia
Burlington Coat Factory Warehouse of Coliseum, Inc.	Virginia
Burlington Coat Realty of Potomac, Inc.	Virginia
Burlington Coat Factory Realty of Fairfax, Inc.	Virginia

Guarantors	Jurisdiction of Organization
Burlington Coat Factory Realty of Coliseum, Inc.		Virginia
Burlington Coat Factory of Virginia, LLC		Virginia
Burlington Coat Factory of Pocono Crossing, LLC		Virginia
Burlington Coat Factory Realty of Franklin, Inc.		Washington
Burlington Coat Factory of Washington, LLC		Washington
Burlington Coat Factory of West Virginia, LLC		West Virginia
Burlington Coat Factory of Wisconsin, LLC		Wisconsin