EXHIBIT 5











                                May 11, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:  Cone Mills Corporation
             Registration Statement on Form S-8

Gentlemen:

         I am General Counsel of Cone Mills Corporation, a North
Carolina corporation (the "Registrant"), and have represented the
Registrant in connection with the registration under the Securities
Act of 1933, as amended, of 100,000 shares (the "Shares") issuable
pursuant to the Registrant's 1994 Stock Option Plan for
Non-Employee Directors (the "Plan").

         In connection with this opinion, I have examined the
Registrant's Articles of Incorporation and Bylaws, as amended, the 
Registration Statement on Form S-8 relating to the foregoing
registration (the "Registration Statement"), the prospectus which
is to be distributed to Plan participants, the Plan and such
corporate records of the Registrant and questions of law as I have
deemed relevant for the purpose of this opinion.  Based upon such
review, I am of the opinion that:

         1.  All necessary corporate action has been taken to authorize
             the issuance of the Shares pursuant to the Plan.

         2.  When duly issued in accordance with the terms of the Plan 
             as contemplated by the prospectus and the Registration
             Statement, the Shares will be validly issued, fully paid
             and nonassessable shares of Common Stock of the Company.

         I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to my name  under
the caption "Interests of Named Experts and Counsel" in the
Registration Statement contained therein.

                            Very truly yours,


                            Neil W. Koonce
                            General Counsel