[Akin Gump Letterhead]
December 7, 2015
Joe's Jeans Inc.
2340 South Eastern Avenue
Commerce, California 90040
Ladies and Gentlemen:
We have acted as counsel to Joe's Jeans Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-4, as amended (File No. 333-207777) (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), for the registration of up to an aggregate of 8,870,968 shares (the "Shares") of common stock, par value $0.10 per share, of the Company ("Common Stock"), issuable pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 8, 2015, by and among the Company, RG Parent LLC, a Delaware limited liability company ("RG"), and JJ Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub"), pursuant to which Merger Sub will merge with and into RG, with RG surviving as a wholly owned subsidiary of the Company (the "Merger"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed 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 copies submitted to us as conformed, certified or reproduced copies. We have also assumed the Shares will only be issued upon consummation of the Merger and after the effectiveness of the Reverse Stock Split (as defined in the Registration Statement) and that, upon such consummation of the Merger and such effectiveness of the Reverse Stock Split, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued in accordance with the Merger Agreement and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
Joe's Jeans Inc.
Page 2
December 7, 2015
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement and the prospectus that forms a part thereof under the caption "Legal Matters". 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 Act and the rules and regulations thereunder.
| Very truly yours, | ||
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD LLP | ||
AKIN, GUMP, STRAUSS, HAUER, & FELD LLP |
