1
                                                                       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 500,000 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 certain employees of the Company pursuant to the Company's 1997
Stock Option 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, upon exercise of the Options in accordance with the
terms of the Plan 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 LLP