J. BAKER, INC. EXHIBIT 5
555 Turnpike Street
Canton, MA 02021
April 24, 1996
J. Baker, Inc.
555 Turnpike Street
Canton, MA 02021
RE: J. Baker, Inc. Registration Statement
on Form S-3 (the "Registration Statement")
Gentlemen:
This opinion relates to an aggregate of up to 36,949 shares of Common
Stock, par value $.50 per share, of J. Baker, Inc. (the "Company"), which are
the subject of the above-referenced Registration Statement filed with the
Securities and Exchange Commission on April 24, 1996.
The shares covered by the Registration Statement (the "Shares") are
being sold by the Selling Stockholders named in the Registration Statement (the
"Selling Stockholders"). I have examined the Articles of Organization and Bylaws
of the Company, all as amended to date; such records of the corporate
proceedings of the Company as I deemed material; the Registration Statement and
all exhibits thereto; and such other certificates, receipts, records and
documents as I deemed necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
sold by the Selling Stockholders have been duly authorized and are legally
issued, fully paid and non-assessable.
The foregoing assumes that all steps necessary to comply with the
registration requirements of the Securities Act of 1933, as amended, and with
applicable requirements of state law regulating the sale of securities will be
duly taken.
I understand that this opinion is to be used in connection with the
Registration Statement. I consent to the filing of this opinion with the
Registration Statement.
Very truly yours,
/s/ Mark T. Beaudouin
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Mark T. Beaudouin, Esq.