September 10, 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, 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"), which is being filed with the Securities and
Exchange Commission (the "SEC") on September 8, 1999, under the Securities Act
of 1933, as amended.

          The Registration Statement relates to the proposed offer to exchange
(the "Exchange Offer") up to $400,000,000 aggregate principal amount of new
7.50% Senior Notes due 2004 and 7.875% Senior Notes due 2006 (the "Exchange
Notes"), which will be freely transferable, for any and all outstanding 7.50%
Senior Notes due 2004 and 7.875% Senior Notes due 2006 issued in a private
offering by the Jones Companies on June 15, 1999 (the "Restricted Notes"),
which have certain transfer restrictions.

          For purposes of this opinion we have examined the Registration
Statement; the Consents of the Board of Directors of the Jones Companies dated
May 18, 1999; the Indenture dated June 15, 1999, among the Jones Companies and
The Bank of New York, as trustee (the "Trustee") (the "Indenture"); 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 as 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.

          Based on the foregoing, we are of the opinion that 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 is subject to the affect 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 concluded 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 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 Exchange 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