WEIL, GOTSHAL & MANGES
             A Partnership Including Professional Corporations
                767 Fifth Avenue   New York, NY  10153-0119
                               (212) 310-8000
                             Fax: (212) 310-8007


                                   April 21, 1995



     JPS Textile Group, Inc.
     555 North Pleasantburg Drive
     Greenville, SC  29607

     Gentlemen:

               You have requested our opinion regarding certain federal
     income tax consequences of the ownership, sale and redemption of the
     10.85% Senior Subordinated Discount Notes of JPS Textile Group, Inc.
     (the "Company"), the 10.25% Senior Subordinated Notes of the Company,
     the 7% Subordinated Debentures of the Company (collectively, the "Debt
     Securities"), the Series A Senior Preferred Stock of the Company (the
     "Preferred Stock") and the Class A Common Stock of the Company
     (together with the Debt Securities and the Preferred Stock, the
     "Securities").

               In formulating our opinion as to the matters certified, we
     have examined such documents as we have deemed appropriate, including
     Post-Effective Amendment No. 2 to the Registration Statement of the
     Company on Form S-1 (Registration No. 33-58272) dated April 13, 1995,
     filed with the Securities and Exchange Commission pursuant to the
     Securities Act of 1933, as amended to the date hereof (such
     Registration Statement as so amended being referred to hereinafter as
     the "Registration Statement").  Also, we have obtained such additional
     information as we have deemed relevant and necessary through
     consultation with various officers and representatives of the Company.

               The terms of the Securities, which are set forth in the
     Registration Statement, are incorporated herein by reference.

               Based upon the terms of the Securities, as set forth in the
     Registration Statement, we hereby confirm that the legal conclusions
     set forth in the discussion under the heading "Certain Federal Income
     Tax Consequences" in the Registration Statement, except as it relates
     to the treatment of the Debt Securities as indebtedness for federal
     income tax purposes, to the calculation and accrual of original issue
     discount on the
















     NYFS09...:\75\55175\0011\1186\LTR4035M.360





     JPS Textile Group, Inc.
     April 21, 1995
     Page 2

     Debt Securities and to the calculation and accrual of redemption
     premium on the Preferred Stock, accurately reflects our opinion as to
     the material federal income tax consequences of holding and disposing
     of the Securities.

               The foregoing opinion is based on current provisions of the
     Internal Revenue Code of 1986, as amended, the Treasury Regulations
     promulgated thereunder (including proposed Treasury Regulations),
     published pronouncements of the Internal Revenue Service, and case
     law, any of which may be changed at any time with retroactive effect. 
     No opinion is expressed on any matters other than those specifically
     referred to herein.

               We hereby consent to your filing this opinion as an exhibit
     to the Registration Statement and to the reference to our firm
     therein.

                                   Very truly yours,

                                   WEIL, GOTSHAL & MANGES