As legal counsel to Casual Male Retail Group, Inc., a Delaware corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-3 (File No. 333-160379) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2009 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), declared effective by the Commission on August 3, 2009, and the prospectus supplement dated September 1, 2009, filed with the Commission under Rule 424(b) of the Securities Act (the “Prospectus Supplement”), relating to the proposed public offering (the “Offering”) of up to 4,950,000 shares of the Company’s Common Stock (the “Shares”). With respect to the opinions set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following: A. The Certificate of Incorporation of the Company, as amended to date; B. The Bylaws of the Company, as amended to date; C. The Registration Statement; D. The Prospectus Supplement; E. The subscription agreements between the investors in the Offering and the Company (the “Subscription Agreements”); F. The resolutions of the Board of Directors of the Company relating to the approval of the filing of the Registration Statement and transactions in connection therewith, including the Offering; and G. Such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. |