September 13, 1995
Collins and Aikman Products Co.
Collins and Aikman Corporation
Ladies and Gentlemen:
We have acted as counsel for Collins & Aikman
Products Co., a Delaware corporation (the "Company"), and
Collins and Aikman Corporation, a Delaware corporation (the
"Guarantor"), in connection with the proposed issuance and
sale from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") of up to
$400,000,000 principal amount of senior or subordinated debt
securities of the Company, in one or more series,
unconditionally guaranteed by the Guarantor (the "Debt
Securities").
In that connection, we have examined originals, or
copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of
this opinion, including the following: (a) the Certificate
of Incorporation of the Company, as amended and restated,
and (b) the By-laws of the Company.
Based upon the foregoing, we are of opinion as
follows:
(1) the Company and the Guarantor have been duly
incorporated and are validly existing corporations
under the laws of the State of Delaware; and
(2) with respect to any series of Debt Securities,
when (i) the Registration Statement, as finally amended
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(including all necessary post-effective amendments),
has become effective and the applicable Indenture has
been qualified under the Trust Indenture Act of 1939,
as amended; (ii) an appropriate prospectus supplement
with respect to the Debt Securities has been prepared,
delivered and filed in compliance with the Securities
Act and the applicable rules and regulations
thereunder; (iii) if Debt Securities are to be sold
pursuant to a firm commitment underwritten offering,
agency agreement or any other arrangement, the
Underwriting Agreement, agency agreement or any other
agreement with respect to Debt Securities has been duly
authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby,
and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and
terms of Debt Securities and related matters; (v) the
terms of the Debt Securities and of their issuance and
sale have been duly established in conformity with the
applicable Indenture so as not to violate any
applicable law, the Certificate of Incorporation, as
amended and restated, or By-laws of the Company or
result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the
Company; (vi) the applicable Indenture has been duly
authorized, executed and delivered by the Company to
the applicable Trustee; and (vii) the Debt Securities
have been duly executed and authenticated in accordance
with the provisions of the applicable Indenture and
duly delivered to the purchasers thereof upon payment
of the agreed-upon consideration therefore, such Debt
Securities, when issued and sold in accordance with the
applicable Indenture and the Underwriting Agreement, if
any, or any other duly authorized, executed and
delivered applicable valid and binding purchase or
agency agreement, will be valid and binding obligations
of the Company, enforceable against the Company in
accordance with their respective terms (subject to
applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws
affecting creditors' rights generally from time to time
in effect, and subject, as to enforceability, to
general principles of equity, regardless of whether
such enforceability is considered in a proceeding at
law or in equity), except to the extent that
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enforcement thereof may be limited by (a) public policy
considerations which may limit the rights of parties to
obtain further remedies, (b) requirements that a claim
with respect to any Debt Securities denominated other
than in United States dollars (or a judgment
denominated other than in United States dollars in
respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and
(c) governmental authority to limit, delay or prohibit
the making of payments outside the United States or in
foreign currencies, currency units or composite
currencies.
We know that we may be referred to, as counsel who
has passed upon the validity of the issuance of the Debt
Securities on behalf of the Company and the Guarantee on
behalf of the Guarantor, in the Prospectus forming a part of
the Registration Statement on Form S-3 relating to the Debt
Securities filed with the Securities and Exchange Commission
pursuant to the Securities Act, and we hereby consent to
such use of our name in said Registration Statement and to
the use of this opinion for filing with said Registration
Statement as Exhibit 5 thereto.
Very truly yours,
/s/ CRAVATH, SWAINE & MOORE
Collins & Aikman Products Co.
701 McCullough Drive
Charlotte, NC 28262
22NS