EXHIBIT 5 

                                 FOLEY & LARDNER
                               POST OFFICE BOX 240
                        JACKSONVILLE, FLORIDA 32201-0240
                             THE GREENLEAF BUILDING
                           200 LAURA STREET 32202-3527
                            TELEPHONE (904) 359-2000
                            FACSIMILE (904) 359-8700

                                 August 21, 1996


Stein Mart, Inc.
1200 Riverplace Boulevard
Jacksonville, FL 32207

      Re:     Registration Statement on Form S-8 Relating to Shares of Common
              Stock Issuable Pursuant to Stein Mart Employee Stock Plan

Ladies and Gentlemen:

      This opinion is being  furnished in connection with Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") of Stein Mart,
Inc. (the  "Company"),  under the  Securities  Act of 1933, as amended,  for the
registration of 542,000  additional  shares of common stock par value $0.01 (the
"Shares") issuable pursuant to the Stein Mart Employee Stock Plan (the "Plan").

      We have examined and are familiar with the following:

      A.      Articles of Incorporation of the Company, as amended, as filed in
the Office of the Secretary of State of the State of Florida;

      B.      Bylaws of the Company;

      C.      The proceedings of the Board of Directors and shareholders of the
Company in connection with the adoption of the Plan and the amendment thereof 
to include the Shares; and

      D.      Such other documents, Company records and matters of law as we 
have deemed to be pertinent.

      Based on the foregoing, it is our opinion that:

      1.      The Company has been duly incorporated and is validly existing 
and in good standing under the laws of the State of Florida.

      2. The Shares have been duly authorized and when issued in accordance with
the  terms  of the  Plan  will  be duly  and  validly  issued,  fully  paid  and
nonassessable.

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Stein Mart, Inc
August 21, 1996
Page 2
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                                                                      EXHIBIT 5


      We hereby  consent to the  inclusion  of this  opinion as Exhibit 5 in the
Registration  Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933,  as amended,  or the rules or  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                      FOLEY & LARDNER



                                      By: /s/ Linda Y. Kelso
                                          --------------------------------------
                                          Linda Y. Kelso

LYK:dkm




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