Attorneys at Law Suite 2800 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: 404.815.6500 Facsimile: 404.815.6555 KILPATRICK STOCKTON LLP October 21, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. Re: Form S-8 Registration Statement -- Interface, Inc. Nonqualified Savings Plan Gentlemen: We are counsel to Interface, Inc., a Georgia corporation (the "Company"), and have acted in such capacity in the preparation of the referenced Form S-8 Registration Statement relating to the Company's Nonqualified Savings Plan (the "Plan") and the registration of the deferred compensation obligations (the "Obligations") pursuant thereto. In connection with the preparation of said Registration Statement, we have examined certificates of public officials and originals or copies of such corporate records, documents and other instruments relating to the authorization of the Plan and the authorization and the establishment of the Obligations as we have deemed relevant under the circumstances. On the basis of the foregoing, it is our opinion that: The Plan and the creation and establishment of the Obligations pursuant to the Plan have been duly authorized by the Board of Directors of the Company. When and as created or established in accordance with the provisions of the Plan, the Obligations will be valid and binding unsecured general obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting enforcement of creditors' rights generally, including, but not limited to, the Federal Bankruptcy Code in its entirety and State laws regarding fraudulent transfers, obligations, conveyances and receivership, or by general equity principles. We hereby consent to the filing of this opinion as an exhibit to, and the reference to our firm in Item 5 of, said Registration Statement. Sincerely, KILPATRICK STOCKTON LLP By: /s/ David A. Stockton David A. Stockton a Partner