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                                                                       EXHIBIT 5



September  18, 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 100,000 shares (the "Shares") of common stock, par value $0.01
per share, of the Company. The Shares are to be issued by the Company to certain
employees of the Company pursuant to the Company's Employee Stock Purchase Plan
(the "Plan").

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 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, when issued in accordance with the terms of the Plan,
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 LLP