EXHIBIT 5.1


                                January 18, 1999



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Ladies and Gentlemen:

        A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of common stock, par value $.10 per share (the
"Shares"), of Empire of Carolina, Inc. (the "Company") which may from time to
time be offered by the Company in connection with the Empire of Carolina, Inc.
1998 Stock Option Plan (the "Option Plan"), Empire of Carolina, Inc. 1996
Outside Directors Stock Option Plan (the "Director Plan") and the Empire of
Carolina, Inc. 1996 Employee Stock Purchase Plan (the "Employee Plan" and
collectively with the Option Plan and the Director Plan, the "Plans"). This
opinion is delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended.

        We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its Restated
Certificate of Incorporation, as amended, its By-Laws, and minutes of directors'
and stockholders' meetings, and such other documents (including the Plans),
which we have deemed relevant or necessary as the basis for the opinion as
hereinafter set forth.

        We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinion expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.

Securities and Exchange Commission
January 18, 1999
Page 2



        Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plans, when issued pursuant to,
and in accordance with, the applicable Plan, will be validly issued, fully paid
and non-assessable.

        We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                    SONNENSCHEIN NATH & ROSENTHAL


                                    By: /s/ Kenneth G. Kolmin