Exhibit 5.2
Opinion of Schnader Harrison Segal & Lewis LLP
April 9, 2001
Ira M. Dansky, Esquire
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
Re: Jones Apparel Group, Inc., Jones Apparel Group USA, Inc.,
Jones Apparel Group Holdings, Inc. and Nine West Group Inc.
Registration Statement on Form S-3
Dear Mr. Dansky:
As special Pennsylvania counsel to Jones Apparel Group, Inc., a
Pennsylvania corporation (the "Company") and Jones Apparel Group USA, Inc.,
a Pennsylvania corporation ("Jones Apparel Group USA") (collectively, the
"Pennsylvania Issuers"), we have been requested to render this opinion in
connection with the filing by the Pennsylvania Issuers, Jones Apparel Group
Holdings, Inc., a Delaware corporation, and Nine West Group Inc., a
Delaware corporation (collectively, the "Issuers") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") 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) 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.
Unless otherwise provided in any prospectus supplement forming a
part of the Registration Statement 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.
For purposes of this opinion we have examined the Registration
Statement; the Subsistence Certificates dated April 5, 2001 issued by the
Secretary of the Commonwealth of Pennsylvania with respect to each of the
Pennsylvania Issuers; and such other documents as we deemed necessary for
the purpose of rendering this opinion. With respect to the foregoing
documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as certified,
facsimiled or reproduced copies.
As special Pennsylvania counsel to the Pennsylvania Issuers, we
are not necessarily familiar with all of the Pennsylvania Issuers' affairs.
As a further basis for this opinion, we have made such inquiry of the
Pennsylvania Issuers as we have deemed necessary or appropriate for the
purpose of rendering this opinion.
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
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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 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, we are of the opinion as follows:
(1) Each of the Pennsylvania Issuers is a corporation duly
organized and validly subsisting under the laws of the
Commonwealth of Pennsylvania.
(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 or a duly constituted and
acting committee thereof (each such Board of Directors or
committee 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
by the Pennsylvania Issuers and will constitute valid and binding
obligations of the Pennsylvania Issuers, enforceable against the
Pennsylvania Issuers in accordance with their terms (subject, as
to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally as the same may relate to the
Pennsylvania Issuers and to general equitable principles).
(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 the 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 Security providing for such
conversion or exercise as approved by the Board of the Company,
or, in the case of Debt Securities, 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.
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(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 by the
Pennsylvania Issuers.
We are attorneys admitted to practice in the Commonwealth of
Pennsylvania, and we express no opinion as to the laws of any jurisdiction,
other than the corporate laws of the Commonwealth of Pennsylvania and the
United States of America. Our examination of law relevant to the matters
covered by this opinion is limited to Federal law and Pennsylvania law.
This opinion is given as of the date hereof and is limited to the
facts, circumstances and matters set forth herein and to laws currently in
effect. No opinion may be inferred or is implied beyond matters expressly
set forth herein, and we do not undertake and assume no obligations to
update or supplement this opinion to reflect any facts or circumstances
which may hereafter come to our attention or any change in law which may
hereafter occur.
This opinion is furnished for your benefit only and may not be
used or relied upon by any other person or entity or in connection with any
other transaction without in each instance our prior written consent.
We hereby consent to the reference to this Firm under the heading
"Validity of Securities" in the Registration Statement and in the related
prospectus and to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ SCHNADER HARRISON SEGAL & LEWIS LLP