(Opinion of Pitney, Hardin, Kipp & Szuch LLP)
PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
July 13, 2000
Footstar, Inc.
933 MacArthur Boulevard
Mahwah, New Jersey 07430
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by Footstar, Inc. (the "Company") relating to the
Company's common stock, par value $.01 (the "Securities") to be issued pursuant
to the Footstar, Inc. 2000 Equity Incentive Plan (the "Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials and of officers of
the Company as we have deemed necessary or appropriate in order to express the
opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH LLP
