EXHIBIT 5
Tampa
March 5, 2002
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Chico's FAS, Inc.
Deferred Compensation Plan
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have represented Chico's FAS, Inc. (the "Company") in connection
with the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of an
indeterminate number of Deferred Compensation Obligations which represent
unsecured obligations of the Company to pay deferred compensation in accordance
with the terms of the Chico's FAS, Inc. Deferred Compensation Plan (the "Plan").
This opinion is being provided as Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.
We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the federal laws of the United States of America.
Based upon and in reliance on the foregoing, we are of the opinion
that:
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required
corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective
in accordance with the Securities Act of 1933, as amended;
b. the Deferred Compensation Obligations shall have issued as
contemplated in the Plan,
the Deferred Compensation Obligations so issued in the Offering will be valid
and binding obligations of the Company, enforceable in accordance with their
terms except as enforcement thereof may be limited by bankruptcy, insolvency or
other laws of general applicability relating to or affecting enforcement of
creditors' rights or general equity principles.
This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By:_______________________________
Gary I. Teblum