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                                                                       EXHIBIT 5




                                 April 25, 1997

Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721

Dear Sirs:

         We are acting as counsel to Quaker Fabric Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to the registration of 105,000 shares (the "Shares") of common stock,
par value $0.01 per share, of the Company. The Shares are to be issued by the
Company upon exercise of certain non-qualified stock options (the "Options")
granted and to be granted to (i) certain employees of the Company pursuant to
the Company's 1996 Stock Option Plan (the "Plan") and (ii) a director of the
Company pursuant to a Stock Option Agreement (the "Director Option Agreement").

         As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan and the Director Option Agreement and
have also examined and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records, documents,
agreements, and instruments relating to the Company, and certificates of public
officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper and
necessary as a basis for the rendering of this opinion.

         Based upon, and subject to, the foregoing, we are of the opinion that
the Shares are duly authorized and, upon exercise of the Options in accordance
with the terms of the Plan and Director Option Agreement against payment of the
exercise price therefor, and upon compliance with applicable securities laws,
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
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                       Very truly yours,

                                       /s/ PROSKAUER ROSE GOETZ & MENDELSOHN LLP