EXHIBIT 5
[Letterhead of Waring Cox, PLC]
August 25, 1999
Catherines Stores Corporation
3742 Lamar Avenue
Memphis, Tennessee 38118
Re: Registration Statement Form S-8
Gentlemen:
We have acted as counsel to Catherines Stores Corporation, a Tennessee
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities
Act of 1933, as amended, relating to the Company's 1994 Omnibus Incentive Plan,
as amended, (the "Plan"). This opinion is being furnished in response to Item
601 of Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee and is duly authorized to carry on the
business in which it is engaged.
2. The Plan has been duly and validly authorized and adopted, and the
500,000 shares of Common Stock of the Company, $0.01 par value (the
"Shares") that may be issued and sold from time to time upon the
exercise of options granted in accordance with the Plan have been duly
authorized for issuance and will, when issued, sold and paid for in
accordance with the Plan, be validly issued, fully paid and
non-assessable.
We do not purport to cover herein the application of the securities laws of
various states to sales of the Shares.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ WARING COX, PLC
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