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                                                                     EXHIBIT 5.1

                               OPINION OF COUNSEL

                   [Parker, Poe, Adams & Bernstein letterhead]



                                February 9, 1999


Board of Directors
RSI Holdings, Inc.
28 East Court Street
Post Office Box 6847
Greenville, South Carolina

      Re:      Registration Statement on Form S-8
               Stock Option Plan                             

Ladies and Gentlemen:

         We have been engaged as special North Carolina counsel by RSI Holdings,
Inc., a North Carolina corporation (the "Company"), for the limited purpose of
advising the Company with respect to the 500,000 shares of common stock of the
Company, par value $0.01 per share (the "Common Stock"), that will be registered
under the Securities Act of 1933, as amended (the "Act"), by a registration
statement on Form S-8 (the "Registration Statement") and issued pursuant to a
certain Stock Option Plan of the Company effective as of July 1, 1990, as
amended (the "Plan").

         We have reviewed such documents and considered such matters of law and
fact as we, in our professional judgment, have deemed appropriate to render the
opinions contained herein. We have also examined and relied (without independent
investigation or inquiry) upon copies of the Plan, the Company's articles of
incorporation and bylaws, each as amended to date, consents and resolutions of
the board of directors of the Company and minutes of the annual meeting of the
shareholders of the Company which relate to the Plan, the Common Stock to be
issued thereunder, the Registration Statement and other corporate records, all
as provided by the Company or its appropriate representatives. With respect to
all examined documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic originals of all documents submitted to us as copies and the accuracy
and completeness of the information contained therein.

         The opinions expressed herein are qualified as set forth below:

         A. We express no opinion as to any shares of capital stock of the
Company other than the 500,000 shares of the Company's Common Stock referenced
above.


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         B. The opinions set forth herein are limited to matters governed by the
laws of the State of North Carolina, and no opinion is expressed herein as to
the laws of any other jurisdiction. We express no opinion concerning any matter
respecting or affected by any laws other than laws that are now in effect and
that, in the exercise of reasonable professional judgment, are normally
considered in relation to the subject matter of the opinion expressed herein.
Without limiting the generality of the foregoing, we express no opinion herein
concerning the Act.

         Based upon and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, it is our opinion that the 500,000 shares
of Common Stock covered by the Registration Statement have been duly authorized
and, upon satisfaction of any vesting and other conditions set forth or referred
to in the Plan and so long as consideration paid for such shares is at lease one
cent per share, such shares that are issued after the date hereof under and in
compliance with the terms of the Plan, will be legally and validly issued, and
fully paid and non-assessable,

         This opinion letter is delivered solely for your benefit in connection
with the above-referenced Registration Statement on Form S-8 respecting shares
of the Company's Common Stock to be issued under the Plan and may not be relied
upon by any other person or for any other purpose without our written consent.
Our opinions expressed herein are as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof that may affect our
opinions expressed herein.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference in the Prospectus contained therein
to our opinion. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                      Very truly yours,

                                      /s/ Parker, Poe, Adams & Bernstein L.L.P.




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