Exhibit 5.1
Opinion of Ira M. Dansky, Esq.
April 9, 2001
U. S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Registration Statement on Form S-3
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Ladies and Gentlemen:
I am General Counsel of Jones Apparel Group, Inc., a Pennsylvania
corporation (the "Company"), and in such capacity I have represented the
Company and its subsidiaries, Jones Apparel Group Holdings, Inc., a
Delaware corporation ("Holdings"), Jones Apparel Group USA, Inc., a
Pennsylvania corporation ("Jones USA"), and Nine West Group Inc., a
Delaware corporation ("Nine West" and together with Jones, Holdings and
Jones USA, the "Issuers"), in connection with the filing by the Issuers
with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") relating
to (i) debt securities of the Issuers (the "Debt Securities"); (ii)
warrants to purchase Debt Securities (the "Debt Warrants"); (iii) shares of
preferred stock of the Company (the "Preferred Stock"); (iv) shares of
common stock, $.01 par value per share, of the Company (the "Common
Stock"); and (v) warrants to purchase shares of Common Stock or Preferred
Stock (the "Stock Warrants"). The Debt Warrants and the Stock Warrants are
referred to herein as the "Warrants", and the Debt Securities, Preferred
Stock, Common Stock and the Warrants are referred to herein collectively as
the "Offered Securities". The Offered Securities being registered under the
Registration Statement will be offered on a continued or delayed basis
pursuant to the provisions of Rule 415 under the Securities Act of 1933,
(the "Securities Act").
Unless otherwise provided in any prospectus supplement forming a
part of the Registration Statement
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relating to a particular series of Debt Securities, the Debt Securities
will be issued under an Indenture in the form of Exhibit 4.2 to the
Registration Statement (the "Indenture") to be executed by the Issuers and
The Bank of New York, as Trustee (the "Trustee"). The Preferred Stock will
be issued pursuant to a statement with respect to shares (the "Statement
with Respect to Shares") relating to a particular series of Preferred
Stock. The Warrants will be issued under one or more warrant agreements
(each, a "Warrant Agreement"), each to be entered into between the Company,
or, in the case of Debt Warrants, the Issuers, and one or more institutions
as identified in the applicable Warrant Agreement.
In connection with the foregoing, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed
necessary for the purposes of this opinion, including without limitation
the following: (a) the Articles or Certificate of Incorporation of each
Issuer, as amended or restated; (b) the By-laws of each Issuer, as amended
or restated; (c) the form of the Underwriting Agreement attached as Exhibit
4.1 to the Registration Statement; (d) the form of Indenture attached as
Exhibit 4.2 the Registration Statement; and (e) resolutions adopted by the
Board of Directors of each Issuer.
Based on the foregoing and subject to the qualifications
hereinafter set forth and assuming that: (i) the Registration Statement and
any amendments thereto (including post-effective amendments) will have
become effective and comply with all applicable laws; (ii) the Registration
Statement will be effective and will comply with all applicable laws at the
time the Offered Securities are offered or issued as contemplated by the
Registration Statement; (iii) a prospectus supplement will have been
prepared and filed with the Commission describing the Offered Securities
offered thereby and will comply with all applicable laws; (iv) all Offered
Securities will be issued and sold in compliance with applicable federal
and state securities laws and in the manner stated in the Registration
Statement and the appropriate prospectus supplement; (v) a definitive
purchase, underwriting or similar agreement and any other necessary
agreement with respect to any Offered Securities offered or issued will
have been duly authorized
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and validly executed and delivered by the Company, or, in the case of Debt
Securities or Debt Warrants, the Issuers and the other parties thereto; and
(vi) any Offered Securities issuable upon conversion, exchange or exercise
of any Offered Security being offered or issued will be duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
exchange or exercise, I am of the opinion as follows:
(1) Each of Jones Holdings and Nine West has been duly
incorporated and is a validly existing corporation under the laws
of the State of Delaware.
(2) With respect to Debt Securities to be issued under the
Indenture, when (A) the Trustee is qualified to act as Trustee
under the Indenture, (B) the Trustee has duly authorized and
validly executed and delivered the Indenture, (C) the Indenture
has been duly authorized and validly executed and delivered by
the Issuers to the Trustee, (D) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, (E)
the Board of Directors of each Issuer, a duly constituted and
acting committee thereof or a duly authorized officer of such
Issuer (each such Board of Directors, committee or authorized
officer being hereinafter referred to as a "Board") has taken all
necessary corporate action to approve the issuance and terms of
such Debt Securities, the terms of the offering thereof and
related matters, and (F) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with
the provisions of the Indenture, and the applicable definitive
purchase, underwriting or similar agreement approved by the
Boards of the Issuers upon payment of the consideration therefor
provided for therein, such Debt Securities will be validly issued
and will constitute valid and binding obligations of the Issuers,
enforceable against the Issuers in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization,
transfer, moratorium, fraudulent conveyance and other similar
laws affecting creditors' rights generally from time to time in
effect and subject to general principles of equity (including,
without limitation, concepts of materiality, good faith and fair
dealing), regardless of whether considered in a proceeding in
equity or at law. With respect to the
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foregoing opinion, (i) insofar as provisions contained in any
document provide for indemnification, the enforceability thereof
may be limited by public policy consideration are (ii) the
availability of a decree for specific performance or an
injunction is subject to the discretion of the court requested to
issue any such decree or injunction.
(3) With respect to shares of Preferred Stock, when both (A)
the Board of the Company has taken all necessary corporate action
to approve the issuance and terms of the shares of Preferred
Stock, the terms of the offering thereof and related matters,
including the adoption of a resolution relating to such Preferred
Stock and the filing of a Statement with Respect to Shares with
the Secretary of the Commonwealth of Pennsylvania, and (B)
certificates representing the shares of Preferred Stock have been
duly executed, countersigned, registered and delivered either (i)
in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board of the
Company upon payment of the consideration therefor provided for
therein or (ii) upon conversion or exercise of any other Offered
Security, in accordance with the terms of such Offered Security
or the instrument governing such Offered Security providing for
such conversion or exercise as approved by the Board of the
Company, for the consideration approved by the Board of the
Company, then the shares of Preferred Stock will be validly
issued, fully paid and nonassessable.
(4) With respect to shares of Common Stock, when both (A)
the Board of the Company has taken all necessary corporate action
to approve the issuance of and the terms of the offering of the
shares of Common Stock and related matters and (B) certificates
representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered either (i) in accordance
with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of the Company upon payment of
the consideration therefor provided for therein or (ii) upon
conversion or exercise of any other Offered Security, in
accordance with the terms of such Offered Security or the
instrument governing such Offered
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Security providing for such conversion or exercise as approved by
the Board of the Company, or, in the case of Debt Securities or
Debt Warrants, the Boards of the Issuers, for the consideration
approved by the Board of the Company, then the
shares of Common Stock will be validly issued, fully paid and
nonassessable.
(5) With respect to the Warrants, when (A) the Board of the
Company, or, in the case of Debt Warrants, the Boards of the
Issuers have taken all necessary corporate action to approve the
creation of and the issuance and terms of the Warrants, the terms
of the offering thereof and related matters, (B) the Warrant
Agreement or Agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company, or
in the case of Debt Warrants, the Issuers, and the warrant agent
appointed by the Company and (C) the Warrants or certificates
representing the Warrants have been duly executed, countersigned,
registered and delivered in accordance with the appropriate
Warrant Agreement or Agreements and the applicable definitive
purchase, underwriting or similar agreement approved by the Board
of the Company, or in the case of Debt Warrants, the Boards of
the Issuers, upon payment of the consideration therefor provided
for therein, the Warrants will be validly issued.
In rendering this opinion, I have relied upon the opinion dated
April 9, 2001, of Schnader Harrison Segal & Lewis LLP, a copy of which
appears as Exhibit 5.2 to the Registration Statement, as to all matters of
law covered therein relating to the laws of the Commonwealth of
Pennsylvania.
I am are aware that I am are referred to under the heading
"Validity of Securities" in the prospectus forming a part of the
Registration Statement, and I hereby consent to such use of my name therein
and to the use of this opinion for filing with the Registration Statement
as Exhibit 5.1 thereto. In giving this consent, I do not hereby admit that
I am within the category of persons whose consent is required under Section
7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.
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I am admitted to practice in the State of New York, and I express
no opinion as to any matters governed by any law other than the laws of the
State of New York, the General Corporation Law of the State of Delaware and
the Federal laws of the United States of America.
Very truly yours,
/s/ Ira M. Dansky, Esq.
Ira M. Dansky, Esq.
General Counsel