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EXHIBIT 5
OPINION OF MARK T. BEAUDOUIN
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June 23, 1995
J. BAKER, INC.
555 Turnpike Street
Canton, MA 02021
RE: J. Baker, Inc.
1994 Equity Incentive Plan
Gentlemen:
This opinion is furnished in connection with the
registration, pursuant to the Securities Act of 1933 (the "Act"),
of 1,000,000 shares (the "Shares") of the Common Stock, par value
$0.50 per share (the "Common Stock"), of J. Baker, Inc. (the
"Company") which may be issued under the J. Baker, Inc. 1994 Equity
Incentive Plan.
I have acted as counsel to the Company in connection with
the registration of the Shares under the Act. I have examined the
Restated Articles of Organization and the By-Laws of the Company,
each as amended to date; such records of proceedings of the Company
as I deemed material; a Registration Statement on Form S-8 under
the Act relating to the Shares (the "Registration Statement"); and
such other certificates, records and documents as I have considered
necessary for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that upon the
issuance and delivery of the Shares in accordance with the terms of
the Registration Statement and the Plan, the Shares will be legally
issued, fully paid and non-assessable shares of the Company's
Common Stock.
The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act, applicable requirements
of state laws regulating the offer and sale of securities and
applicable requirements of the National Association of Securities
Dealers, Inc.
I understand that this opinion is to be used in connection
with the Registration Statement. I consent to the filing of a copy
of this opinion with the Registration Statement.
Very truly yours,
/s/ Mark T. Beaudouin
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Mark T. Beaudouin
General Counsel
MTB/ec
FormS8/opinion