[LETTERHEAD OF GUESS ?, INC.]

     October 21, 1997

     Board of Directors
     Guess ?, Inc.
     1444 South Alameda Street
     Los Angeles, California  90021

     Gentlemen:

          I am General Counsel of Guess ?, Inc., a Delaware
     corporation (the "Company"), and have acted in such capacity in
     connection with the public offering by Michel Bittan (the
     "Selling Stockholder"), of 216,216 shares (the "Offered Shares")
     of Common Stock, par value $.01 per share (the "Common Stock"),
     of the Company.

          This opinion is being furnished in accordance with the
     requirements of Item 601(b)(5) of Regulation S-K under the
     Securities Act of 1933, as amended (the "Securities Act").

          In connection with this opinion, I have examined originals
     or copies, certified or otherwise identified to my satisfaction
     of (i) the Registration Statement on Form S-3 as filed with the
     Securities and Exchange Commission (the "Commission") on
     October 21, 1997 (the "Registration Statement"); (ii) the Asset
     Purchase Agreement, dated as of December 4, 1996 (the "Asset
     Purchase Agreement"), by and among Sweatshirt U.S.A., Inc., a New
     York corporation, the Selling Stockholder, Thomas Glenon and the
     Company; (iii) the certificate, dated December 4, 1996,
     representing 216,216 shares of Common Stock registered in the
     name of the Selling Stockholder; (iv) the Restated Certificate of
     Incorporation of the Company, as in effect on December 4, 1996
     and the date hereof; (v) the By-laws of the Company, as in effect
     on December 4, 1996 and the date hereof; and (vi) certain
     resolutions of the Board of Directors of the Company relating to
     the Asset Purchase Agreement and the transactions contemplated
     thereby.  I have also examined originals or copies, certified or
     otherwise identified to my satisfaction, of such records of the
     Company and such agreements, certificates of public officials,
     certificates of officers or other representatives of the Company
     and others, and such other documents, certificates and records as
     I have deemed necessary or appropriate as a basis for the
     opinions set forth herein.

          In my examination, I have assumed the legal capacity of all
     natural persons, the genuineness of all signatures, the
     authenticity of all documents submitted to me as originals, the
     conformity to original documents of all documents submitted to me
     as certified, conformed or photostatic copies and the
     authenticity of the originals of such latter documents.  In
     making my examination of documents executed or to be executed by
     parties other than the Company, I have assumed that such parties
     had the power, corporate or other, to enter into and perform all
     obligations thereunder and have also assumed the due
     authorization by all requisite action, corporate or other, and
     execution and delivery by such parties of such documents and the
     validity and binding effect thereof.  As to any facts material to
     the opinions expressed herein which I have not independently
     established or verified, I have relied upon statements and
     representations of officers and other representatives of the
     Company and others.

          I am admitted to the bar of the State of California and do
     not express any opinion as to any laws other than the General
     Corporation Law of the State of Delaware.

          Based upon and subject to the foregoing, I am of the opinion
     that the issuance and sale of the Offered Shares was duly
     authorized and that the Offered Shares were validly issued and
     are fully paid and nonassessable.

          I hereby consent to the filing of this opinion with the
     Commission as an exhibit to the Registration Statement.  I also
     consent to the reference to me in the Registration Statement
     under the caption "Legal Matters."  In giving this consent, I do
     not thereby admit that I am in the category of persons whose
     consent is required under Section 7 of the Securities Act or the
     rules and regulations of the Commission.

                                   Very truly yours,

                                   /s/ Glenn A. Weinman
                                   Glenn A. Weinman