EXHIBIT 5


                          OPINION OF MARK T. BEAUDOUIN





                                                             July 28, 1998

    J. Baker, Inc.
    555 Turnpike Street
    Canton,  MA  02021

    RE:  J. Baker, Inc.
         Amended and Restated 1994 Equity Incentive Plan
         Amended and Restated 1992 Directors' Stock Option Plan
         Non-Qualified Stock Option Grants

    Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
    to the Securities  Act of 1933 (the "Act"),  of 600,000 shares of the Common
    Stock, par value $.50 per share of J. Baker,  Inc. (the "Company") which may
    be issued  under  the J.  Baker,  Inc.  Amended  and  Restated  1994  Equity
    Incentive Plan, 100,000 shares of the Company's Common Stock, par value $.50
    per  share,  which  may be  issued  under  the  Amended  and  Restated  1992
    Directors'  Stock  Option Plan and 150,000  shares of the  Company's  Common
    Stock,  par value $.50 per share,  which may be issued under J. Baker,  Inc.
    Non-Qualified  Stock Option  Grants (such  shares  hereinafter  collectively
    referred to as the "Shares").

         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  pursuant to which they were issued,  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
                                          Mark T. Beaudouin
                                          General Counsel
MTB/tag