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EXHIBIT 5.1
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May 10, 1994
Board of Directors
Haverty Furniture Companies, Inc.
866 West Peachtree Street, NW
Atlanta, GA 30308
RE: Haverty Furniture Companies, Inc.
Registration Statement on Form S-8
500,000 Shares of $1.00 par value
Common Stock
1988 Incentive Stock Option Plan
Gentlemen:
We have acted as counsel for Haverty Furniture Companies, Inc. (the
"Company") in connection with the registration of 500,000 shares of its $1.00
par value Common Stock (the "Additional Shares") reserved to the Company's
1988 Incentive Stock Option Plan, (the "Plan") (such Additional Shares being
in addition to the shares reserved to the Plan which were covered by
Registration Statement No. 33-41150, dated June 12, 1991, and Registration
Statement No. 33-28539, dated May 2, 1989), pursuant to a registration
statement filed on Form S-8 (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended, covering the said shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as
amended, certified by the Secretary of State of the
State of Maryland;
(2) The By-Laws of the Company, as amended, certified as
complete and correct by the Secretary of the Company;
(3) The minute book of the Company, certified as correct
and complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the
Company, issued by the Secretary of State of the
State of Maryland; and
(5) The Registration Statement, including all exhibits
thereto, as filed with the Securities and Exchange
Commission.
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Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
(A) The Company has been duly incorporated under the laws
of the State of Maryland and is validly existing and
in good standing under the laws of that state.
(B) The Additional Shares covered by the Registration
Statement have been legally authorized and when
issued in accordance with the terms described in said
Registration Statement, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
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Helen T. Ferraro
HTF/dkaw