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EXHIBIT 5
August 7, 2000
The Board of Directors
Bassett Furniture Industries, Incorporated
P.O. Box 626
3525 Fairystone Park Highway
Bassett, Virginia 24055
RE: Registration Statement on Form S-8
Dear Board:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of Bassett
Furniture Industries, Incorporated (the "Company"), relating to (i) 400,000
shares of the Company's Common Stock, par value $5.00 per share (the "Common
Stock") to be offered and sold pursuant to the Company's 2000 Employee Stock
Purchase Plan; (ii) 500,000 shares of Common Stock to be offered and sold
pursuant to the Company's 1997 Employee Stock Plan; and (iii) 50,000 shares of
Common Stock to be offered and sold pursuant to the Company's 1993 Stock Plan
for Non-Employee Directors. For purposes of this opinion, the three
aforementioned plans are referred to as the "Plans" and the 950,000 shares of
Common Stock being registered are referred to as the "Shares".
We have examined copies, certified or otherwise identified to our
satisfaction, of the Plans and such corporate records and other documents as we
have considered necessary or appropriate for the purposes of this opinion and
have made such inquiries of officers and representatives of the Company as to
factual matters as we have considered relevant and necessary as a basis for this
opinion. Based on the foregoing and to the extent the Shares are to be issued
by the Company pursuant to the Plans, we advise you that in our opinion all
necessary corporate proceedings by the Company to authorize such issuance has
been duly taken and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for in accordance with the terms of
the Plans, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are persons whose consent is to be filed with the Registration Statement
under the provisions of the Securities Act.
Very truly yours,
/s/ McGuireWoods LLP
