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EXHIBIT 5
[Trenam, Kemker, et al. Letterhead]
December 21, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Chico's FAS, Inc.
Non-Employee Directors' Stock Option Program
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Chico's FAS, Inc. (the "Company") in connection with
the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the offering by the Company (the "Offering") of an
additional 15,000 shares of the Company's Common Stock under the Company's
Non-Employee Directors' Stock Option Program (the "Plan"). This opinion is being
provided as Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.
We express no opinion as to the law of any jurisdiction other than of the
State of Florida and the federal laws of the United States of America.
Based upon and in reliance on the foregoing, we are of the opinion that:
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SECURITIES AND EXCHANGE COMMISSION December 21, 1998
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1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required corporate
action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;
b. the options covering shares of Common Stock shall have been
granted and exercised as contemplated in the Plan;
c. the consideration specified in the Plan and in the instrument of
grant covering options granted under the Plan shall have been
received; and
d. the certificates representing such shares shall have been duly
executed, counter-signed and issued by or on behalf of the
Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit to
the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By: /s/ Gary I. Teblum
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Gary I. Teblum