FOLEY & LARDNER                        EXHIBIT 5
                                200 LAURA STREET
                           JACKSONVILLE, FLORIDA 32202
                            TELEPHONE (904) 359-2000
                            FACSIMILE (904) 359-8700



                                 August 7, 2001




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

         Re:    Registration Statement on Form S-8 Relating to Shares of Common
                Stock Issuable Pursuant to Stein Mart, Inc. 2001 Omnibus Plan

Ladies and Gentlemen:

         This opinion is being furnished in connection with 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 4,500,000 shares of common stock, par value $0.01, issuable pursuant to Stein
Mart, Inc.'s 2001 Omnibus Plan (the "Plan"). The common stock issuable pursuant
to the Plan is referred to herein as the "Shares."

         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, as amended, 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

         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.





Stein Mart, Inc.
August 7, 2001
Page 2


         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


                                       /s/ Foley & Lardner