EXHIBIT 5
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February 13, 2001
J. Baker, Inc.
555 Turnpike Street
Canton, MA 02021
RE: J. Baker, Inc.
Non-Qualified Stock Option Grant
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Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933 (the "Act"), of 25,000 shares of the Common Stock,
par value $.50 per share of J. Baker, Inc. (the "Company") which may be issued
under a J. Baker, Inc. Non-Qualified Stock Option Grant (such shares hereinafter
collectively referred to as the "Shares").
I have acted as counsel to the Company in connection with the registration
of the Shares under the Act. I have examined the Restated Articles of
Organization and the By-Laws of the Company, each as amended to date; such
records of proceedings of the Company as I deemed material; a Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); and such other certificates, records and documents as I have
considered necessary for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the plan pursuant to which they were issued, the Shares will be
legally issued, fully paid and non-assessable shares of the Company's Common
Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act, applicable requirements of state laws regulating
the offer and sale of securities and applicable requirements of the National
Association of Securities Dealers, Inc.
I understand that this opinion is to be used in connection with the
Registration Statement. I consent to the filing of a copy of this opinion with
the Registration Statement.
Very truly yours,
Michael A. O'Hara
First Senior Vice President
Corporate Affairs
General Counsel & Secretary
MOH:bas