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                                                                       Exhibit 5

August 13, 2004

Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721

Dear Ladies and Gentlemen:

We are acting as counsel to Quaker Fabric Corporation, a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations thereunder, relating to the registration of 1,500,000 shares of
common stock, par value $ .01 per share, of the Company (the "Shares"). The
Shares are to be issued by the Company upon the exercise or vesting of certain
stock-based awards (the "Awards") granted and to be granted pursuant to the
Company's 2004 Stock Incentive Plan (the "Stock Incentive Plan").

We have examined such records, documents and other instruments as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. We have
assumed, without investigation, the authenticity of any document submitted to us
as an original, the conformity to originals of any document submitted to us as a
copy, the authenticity of the originals of such latter documents, the
genuineness of all signatures and the legal capacity of natural persons signing
such documents.

Based upon, and subject to, the foregoing, we are of the opinion that the Shares
are duly authorized and, when and to the extent issued upon the exercise or
vesting of the Awards in accordance with the terms of the Stock Incentive Plan,
as applicable, including payment of the applicable exercise price therefor, will
be, assuming no change in the applicable law or pertinent facts, validly issued,
fully paid, and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

Very truly yours,


PROSKAUER ROSE LLP