1
                                                                   EXHIBIT NO. 5

                         Whitman Breed Abbott & Morgan
                                200 Park Avenue
                            New York, New York 10166


                                                                January 27, 1994

Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey  07087

                 Re:      Hanover Direct, Inc. -
                          300,000 Shares of Common Stoc

Gentlemen:

                 We refer to the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed by Hanover Direct, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission").
The Registration Statement covers 300,000 shares (the "Shares") of the
Company's Common Stock, par value $.66- 2/3 per share, to be issued and sold by
the Company to its eligible employees pursuant to the Company's 1993
All-Employee Equity Investment Plan (the "Plan").

                 We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below.  In such examina-tion,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.





                                       4
   2
                 Based upon our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares proposed to be
issued and sold by the Company have been duly authorized for issuance and that
the Shares, when issued to and paid for by the purchasers in accordance with
the terms of the Plan, will have been validly issued and will be fully paid and
non-assessable.

                 We consent to the filing of this opinion as an Exhibit to the
Registration Statement.  In giving this consent, we do not admit that we are
within the category of persons whose consent is required under section 7 of the
Securities Act or the General Rules and Regulations of the Commission.

                                                   Very truly yours,


                                                   WHITMAN BREED ABBOTT & MORGAN





                                       5