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


                                November 7, 1997


   VIA EDGAR

   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 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 2,042,000 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.

     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.

                                        Sincerely,

                                        FOLEY & LARDNER


                                        By    /s/ Linda Y. Kelso             
                                             Linda Y. Kelso

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