EXHIBIT 5
July 20, 1999
To the Trustee for the
Benefit of the Holders
Re: REGISTRATION STATEMENT ON FORM S-4 - FILE NO. 333-79195
Ladies and Gentlemen:
I have acted as counsel for Fruit of the Loom, Inc., a Delaware
corporation (the "Company"), Fruit of the Loom, Ltd., a Cayman Islands
corporation ("FTL-Cayman"), and each of the subsidiaries of the Company
listed on Annex A hereto (the "Guarantor Subsidiaries") in connection with
the preparation and filing of a registration statement on Form S-4, File
No. 333-79195 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the exchange of up to an aggregate
principal amount of $250,000,000 of the Company's 8 7/8% Senior Notes due
2006, guaranteed by FTL-Cayman and the Guarantor Subsidiaries (the "Exchange
Notes"), for up to an aggregate principal amount of $250,000,000 of the
Company's outstanding 8 7/8% Senior Notes due 2006, guaranteed by FTL-Cayman
and the Guarantor Subsidiaries (the "Initial Notes"). Capitalized terms used
but not defined shall have the meanings as set forth in the Registration
Statement or the Indenture for the Exchange Notes, as the case may be.
In connection with this opinion, I have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers, and
employees of, and the accountants for, the Company. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such instruments, documents, and records as I have deemed relevant and necessary
to examine for the purpose of this opinion, including (a) the Registration
Statement (b) the Certificate of Incorporation of the Company, (c) the By-laws
of the Company, (d) the minutes of meetings of the Board of Directors of the
Company, (e) the Indenture for the Notes, (f) the Form of Exchange Note, and (g)
the Statement on Form T-1 under the Trust Indenture Act of 1939, as amended,
relating to the Indenture.
In connection with this opinion, I have assumed the accuracy and
completeness of all documents and records that I have reviewed, the genuineness
of all signatures (other than on behalf of the Company, FTL-Cayman and the
Guarantor Subsidiaries), the due authority of the parties signing such
documents, the authenticity of the documents submitted to me as originals and
the conformity to authentic original documents of all documents submitted to me
as certified, conformed or reproduced copies. I have further assumed that:
Fruit of the Loom, Inc.
July 20, 1999
Page 2
(i) Each party involved in the transactions contemplated
by the Registration Statement (the "Offering") other
than the Company, FTL- Cayman and the Guarantor
Subsidiaries (collectively the "Other Parties") has
satisfied all legal requirements that are applicable
to it to the extent necessary to make the Indenture
enforceable against it.
(ii) Each of the Other Parties has complied with all legal
requirements pertaining to its status as such relate
to its rights to enforce the Indenture against the
Company.
Based upon and subject to the foregoing, it is my opinion that, the
Exchange Notes covered by the Registration Statement, when executed in the
manner set forth in the Indenture and issued and delivered in exchange for the
outstanding notes in the manner set forth in the Registration Statement, will be
legally issued and will be binding obligations of the Company, FTL-Cayman and
the Guarantor Subsidiaries under the terms of the Indenture, except (i) as
enforceability may be limited by the effects of bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws affecting the
rights and remedies of creditors generally; (ii) as enforceability may be
limited by the effects of general principles of equity, whether applied by a
court of law or equity; and (iii) that I express no opinion as to the waiver of
the defense of usury.
This opinion is limited to the laws of the states of Delaware and
New York, and the laws of the United States of America. I do not express any
opinion herein concerning any other law and I assume no obligation to advise
you of changes that may hereafter be brought to my attention.
I hereby consent to the reference to my name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5 to the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
John J. Ray III
ANNEX A
Primary Standard
Jurisdiction of Industrial
Incorporation or I.R.S. Employee Classification
Name Organization Identification No. Code Number
---- ---------------- ----------------- ----------------
Aliceville Cotton Mill, Inc. Alabama 63-0398991 2228
The B.V.D. Licensing Corporation Delaware 13-2873530 2388
Dekalb Knitting Corporation, Inc. Alabama 61-1218696 2300
Fayette Cotton Mill, Inc. Alabama 63-0400244 2228
FOL Caribbean Corporation Delaware 61-1296288 8599
Fruit of the Loom Arkansas, Inc. Arkansas 61-1167075 2315
Fruit of the Loom Caribbean, Inc. Delaware 61-1153959 4200
Fruit of the Loom, Inc. New York 05-0144075 2388
Fruit of the Loom Trading Company Delaware 61-1207878 8980
FTL Regional Sales Company, Inc. Delaware 61-1278881 2388
FTL Sales Company, Inc., f/k/a Fruit of New York 13-5591934 8980
the Loom Sales Co., Inc.
Fruit of the Loom, Texas, Inc. Texas 61-1152526 2315
Gitano Fashions Limited Delaware 36-3940847 2799
Greenville Manufacturing, Inc. Mississippi 61-1221118 2315
Jet Sew Technologies, Inc. New York 16-1442737 3500
Leesburg Yarn Mills, Inc. Alabama 31-1298216 6749
Martin Mills, Inc. Louisiana 72-0688301 2315
Pro-Player, Inc. New York 13-3122774 2799
Rabun Apparel, Inc. Georgia 58-2012332 2250
Russell Hosiery Mills, Inc. North Carolina 56-0503626 2250
Salem Sportswear Corporation Delaware 04-3119649 2228
Salem Sportswear, Inc. New Hampshire 02-0359850 2799
Sherman Warehouse Corporation Mississippi 64-0439662 4200
Union Sales, Inc. Delaware 61-0909765 6749
Union Underwear Company, Inc. New York 61-0505082 2315
Union Yarn Mills, Inc. Alabama 63-0360168 2228
Whitmire Manufacturing, Inc. South Carolina 61-1233121 2250
Winfield Cotton Mill, Inc. Alabama 63-0400565 2228