Exhibit 5.2
January 25, 1999
Ira M. Dansky, Esquire
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
Re: Jones Apparel Group, Inc.,
Jones Apparel Group Holdings, Inc., and
Jones Apparel Group USA, Inc.
Registration Statement on Form S-4
Dear Mr. Dansky:
As special counsel to Jones Apparel Group,
Inc., a Pennsylvania corporation (the "Company"), Jones Apparel
Group Holdings, Inc., a Delaware corporation, and Jones Apparel
Group USA, Inc., a Pennsylvania corporation (collectively, the
"Jones Companies"), we have been requested to render this opinion
in connection with the Jones Companies' Registration Statement on
Form S-4 (the "Registration Statement"), Amendment No. 1 to which
is being filed with the Securities and Exchange Commission (the
"SEC") on January 25, 1999, under the Securities Act of 1933.
The Registration Statement relates to the proposed
offer to exchange (the "Exchange Offer") up to $265,000,000
aggregate principal amount of new 6.25% Senior Notes due 2001
(the "Exchange Notes"), which will be freely transferable, for
any and all outstanding 6.25% Senior Notes due 2001 issued in a
private offering by the Company on October 2, 1998 (the
"Restricted Notes"), which have certain transfer restrictions.
For purposes of this opinion we have examined the
Registration Statement; the Consent of the Board of Directors of
the Company dated September 28, 1998; the Indenture dated October
2, 1998, by and between the Company and The Chase Manhattan Bank,
as trustee (the "Trustee"); the Agreement and Plan of
Reorganization dated as of January 1, 1999 by and among the Jones
Companies; the Supplemental Indenture dated as of January 1, 1999
among each of the Jones Companies and the Trustee; the Consent of
the Board of Directors of the Company dated December 17, 1998,
and the Consents of the Sole Initial Director of each of the
other Jones Companies each dated December 2, 1998; the
Certificate of Ira M. Dansky, Esquire, General Counsel of the
Company, dated January 25, 1999; and such other documents as we
deem 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 an originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies.
As special counsel to the Jones Companies, we are not
necessarily familiar with all of the Jones Companies' affairs. As
a further basis for this opinion, we have made such inquiry of
the Jones Companies as we have deemed necessary or appropriate
for the purpose of rendering this opinion.
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Based on the foregoing, we are of the opinion that:
1. The Supplemental Indenture has been duly authorized,
executed and delivered by each of the Jones Companies
and, assuming the due authorization, execution and
delivery thereof by the Trustee, the Indenture
constitutes the legal, valid and binding obligation of
each of the Jones Companies enforceable against it in
accordance with its terms.
2. The Exchange Notes have been duly authorized and
when executed and authenticated in accordance with
the provisions of the Indenture and the Exchange
Offer, will constitute valid and binding
obligations of each of the Jones Companies
enforceable in accordance with their terms, and
will be entitled to the benefits of the Indenture.
In expressing the opinion set forth in this letter,
we have assumed that the form of the Exchange Notes
will conform to that included in the Indenture.
Our opinion set forth in this letter are subject to the
effect of (i) bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance or other similar
laws relating to or affecting the rights of creditors generally,
and (ii) limitations imposed by general principles of equity,
regardless of whether the relevant matter is considered in
proceedings at law or in equity, including with respect to
certain covenants and provisions of the Indenture, where the
Trustee's enforcement of such covenants or provisions under the
circumstances or, in the specified manner, would violate a
creditor's or secured party's implied covenant of good faith and
fair dealing or would be commercially unreasonable.
Enforceability of the Indenture may also be limited to the extent
that remedies are sought for a breach that a court concludes is
immaterial or does not affect the Trustee.
We are members of the Bar of the Commonwealth of
Pennsylvania and do not hold ourselves out as being experts on
laws other than the laws of the United States of America, the
laws of the Commonwealth of Pennsylvania, and the corporate law
of the State of Delaware.
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 obligation to update or supplement this
opinion to reflect any facts or
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circumstances which may hereinafter come to our attention or any
change in law which may hereafter occur.
This opinion is furnished for your benefit and the benefit
of the holders of the Restricted Notes referred to in the
Registration Statement and may not be used or relied upon by any
other person or entity or in connection with any other
transaction without our prior written consent.
We hereby consent to the reference to this Firm under the
heading "Legal Matters" 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/ Mesirov Gelman Jaffe
Cramer & Jamieson LLP