Exhibit 5
CADWALADER
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Cadwalader, Wickersham & Taft
100 Maiden Lane New York
New York, NY 10038 Washington
Tel: 212 504-6000 Charlotte
Fax: 212 504-6666 London
August 14, 2002
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, New York 11104
Re: Steven Madden, Ltd.
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Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Steven Madden, Ltd., a Delaware
corporation (the "Company") in connection with the preparation and
filing by the Company with the Securities and Exchange Commission
(the "Commission") of the Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"). An aggregate of 1,600,000 shares of
the Company's common stock, par value $.0001 per share (the "Common
Stock"), to be issued under the Company's 1999 Stock Plan (the "Stock
Plan"), were registered on September 10, 1999, July 6, 2000 and
August 30, 2001 pursuant to Registration Statements on Form S-8 (File
Nos. 333-86903, 333-40924 and 333-68712, respectively). This opinion
relates to an additional 680,000 shares of Common Stock (the
"Shares") to be issued under the Stock Plan being registered pursuant
to the Registration Statement.
In rendering the opinion set forth below, we have examined and relied
upon the originals, copies or specimens, certified or otherwise
identified to our satisfaction, of (a) the Registration Statement,
(b) the Stock Plan and (c) such certificates, corporate and public
records, agreements and instruments and other documents as we have
deemed appropriate as a basis for the opinion expressed below. In
such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments
submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and
instruments submitted to us as copies or specimens, the authenticity
of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of
each document filed with the Commission through the Commission's
Electronic Data Gathering, Analysis and Retrieval System to the
printed document reviewed by us, and the accuracy of the matters set
forth in the documents, agreements and instruments we reviewed. As to
any facts material to such opinion that were not known to us, we have
relied upon statements and representations of officers and other
representatives of the Company. Except as expressly set forth herein,
we have not undertaken any independent investigation (including,
without limitation, conducting any review, search or investigation of
any public files, records or dockets) to determine the existence or
absence of the facts that are material to our opinion, and no
inference as to our knowledge concerning such facts should be drawn
from our reliance on the representations of the Company in connection
with the preparation and delivery of this letter. As used herein, "to
our knowledge", "known to us" or words of similar import mean the
actual knowledge, without independent investigation, of any lawyer in
our firm actively involved in the transactions contemplated by the
Registration Statement.
We express no opinion concerning the laws of any jurisdiction other
than the laws of the State of New York and the General Corporation
Law of the State of Delaware (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting the foregoing). We are not licensed
to practice law in the State of Delaware. Except as described, we
have neither examined nor do we express any opinion with respect to
Delaware law.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued and delivered by the Company pursuant to the
Stock Plan and paid for in accordance with the Stock Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, without admitting that we are
"experts" within the meaning of the Securities Act or the rules and
regulations of the Commission issued thereunder with respect to any
part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft