Exhibit 5
BURLINGTON INDUSTRIES, INC. Executive Offices
P.O. Box 21207
Greensboro, NC 27420
Alice Washington Grogan (336) 379-2717 (direct)
Corporate Secretary and (336) 379-4504 (fax)
Associate General Counsel grogan.alice@burlington.com
June 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20005
Re: Registration Statement on Form S-8 of Burlington Industries, Inc.
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Dear Sir or Madam:
I am Associate General Counsel of Burlington Industries, Inc (the
"Company"). In that capacity I have acted as counsel for the Company in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 150,000 shares of the Company's Common Stock, $0.01 par
value per share (the "Common Stock"), to be offered pursuant to the Award
Agreement (the "Agreement"). This opinion is being furnished to you as a
supporting document for such Registration Statement.
I, or attorneys under my supervision, have examined such documents,
legal opinions and precedents, corporate and other records of the Company and
certificates of public officials and officers of the Company as I have deemed
necessary or appropriate to provide a basis for the opinions set forth below. In
this examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to be as original documents and
conformity to original documents of all documents submitted to me as certified
or photostat copies.
On the basis of the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware.
2. Upon payment to the Company of the option price for the Common
Stock, such shares will be validly issued, fully paid and
nonassessable.
I am qualified to practice law in the State of North Carolina. I do not
express any opinion herein concerning the laws of any jurisdiction other than
the laws of the State of North Carolina, the General Corporation Law of the
State of Delaware and the federal laws of the United States of America as
applied to public companies.
I hereby consent to the use of this opinion and my name in connection
with the Registration Statement filed with the Securities and Exchange
Commission to register the shares of Common Stock as aforesaid.
Sincerely,
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/s/ Alice Washington Grogan