EXHIBIT 5 - OPINION RE LEGALITY
September 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Commissioners:
Reference is made to the Registration Statement on Form S-8 filed by
Polo Ralph Lauren Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "SEC") on September 28, 2000 (the
"Registration Statement") relating to the issuance of additional shares of the
Company's Class A Common Stock, par value $0.01 per share (the "Common Stock"),
pursuant to the 1997 Polo Ralph Lauren Corporation Long-Term Stock Incentive
Plan, as amended (the "Plan"). The Plan was originally registered on a
Registration Statement on Form S-8, filed with the S.E.C. on June 12, 1997 as
Registration Statement No. 333-29023.
I have reviewed copies of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company and the
Registration Statement, and I have reviewed such other documents and records of
the Company as I have deemed necessary as a basis for the opinions hereinafter
expressed. I have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company. Based on the foregoing, I am of the opinion that the additional shares
of Class A Common Stock of the Company to be issued pursuant to the Plan will
be, when issued in compliance with such Plan, legally issued, fully-paid and
non-assessable.
I am Executive Vice President, General Counsel and Secretary of the
Company. As of September 28, 2000, I had a beneficial interest in an aggregate
of approximately 42,950 shares of Common Stock.
I hereby consent to the use of this opinion as an Exhibit to the
above-mentioned Registration Statement. In giving this consent, I do not thereby
admit that I am 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 S.E.C. thereunder. I am delivering this opinion to the
Company, and no person other than the Company may rely upon it.
Very truly yours,
/s/ Victor Cohen
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Victor Cohen
