EXHIBIT 5.01

[LETTER HEAD OF KAYE, SCHOLER, FIERMAN, HAYS AND HANDLER,LLP APPEARS HERE]


                                June 22, 1999


G+G Retail, Inc.
520 Eighth Avenue
New York, New York  10018

Ladies and Gentlemen:

          We have acted as special counsel to G+G Retail, Inc. (the "Issuer") in
connection with its offer to exchange $1,000 principal amount of 11% Senior
Notes due 2006, Series B, of the Issuer (the "Exchange Notes"), for each $1,000
principal amount of outstanding unregistered 11% Senior Notes due 2006, Series
A, of the Issuer (the "Private Notes"), which Exchange Notes are the subject of
the Registration Statement on Form S-4, to which this opinion is an Exhibit,
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act") on the date hereof and as may be
amended and supplemented (the "Registration Statement").

          In connection herewith, we have examined the Registration Statement as
filed on the date hereof, the Indenture, dated as of May 17, 1999, among the
Issuer and U.S. Bank Trust National Association, as trustee (the "Indenture"),
and the Private Notes, together with such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. The Indenture and the Exchange
Notes are collectively referred to herein as the "Documents." In rendering the
opinions expressed below, we have assumed the genuineness of all signatures,
other than those of officers of the Company, the authenticity of all documents
submitted to us as originals, the conformity with the original of all documents
submitted to us as reproduced copies and the authenticity of all such latter
documents.

          On the basis of the foregoing examination, we advise you that, upon
the (i) Exchange Notes being duly executed as provided in the Indenture and
delivered in exchange for the Private Notes, as described in the Registration
Statement, and assuming due authentication thereof by the trustee in accordance
with the terms of the Indenture, (ii) Registration Statement becoming effective
under the Act, and (iii) qualification of the Indenture under the Trust


G+G Retail,Inc.                                                   June 22, 1999

Indenture Act of 1939, as amended, in our opinion the Exchange Notes will have
been duly authorized and will constitute valid and binding obligations of the
Issuer, subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws affecting creditors' rights generally
and general principles of equity (regardless of whether such principles are
considered in a proceeding in equity or at law).

          The foregoing opinion is limited to the laws of the State of New York
and the General Corporation Law of the State of Delaware.

          The foregoing opinions are subject to the qualification that the
enforceability of certain rights, remedies and waivers provided in the Documents
may be unavailable or limited by certain laws and judicial decisions. In respect
of such qualification, however, we are of the opinion that such laws and
judicial decisions do not, subject to the other exceptions and limitations
contained in this letter, make the remedies generally afforded by the Documents
inadequate to permit enforcement of the rights and obligations arising
thereunder.

          We consent to the filing of this opinion with the Commission as an
Exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included therein. Our opinion is
rendered solely for your information in connection with the foregoing, and may
not be relied upon by any other person or for any other purpose without our
prior written consent. In giving this opinion, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission.

                            Very truly yours,


                            /s/ Kaye, Scholer, Fierman, Hays & Handler, LLP

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