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EXHIBIT 5
[Letterhead of Proskauer Rose LLP]
July 20, 2000
Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721
Ladies and Gentlemen:
We are acting as counsel to Quaker Fabric Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of an additional 750,000
shares of Common Stock, par value $0.01 per share (the "Shares"), of the Company
to be issued by the Company pursuant to the Company's 1997 Stock Option Plan, as
amended (the "Plan").
As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate minutes relating to the reservation of
the Shares for issuance pursuant to the Plan and have also examined and relied
upon originals or copies, certified or otherwise authenticated to our
satisfaction, of all such corporate records, documents, agreements, and
instruments relating to the Company and the Plan, and certificates of public
officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper and
necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Plan against payment for the exercise price therefor, and upon
compliance with applicable securities laws, will be, assuming no change in the
applicable law or pertinent facts, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in 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 promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
