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