EXHIBIT 5.0
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PIPER
MARBURY
RUDNICK
& WOLFE LLP
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6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com
PHONE (410) 580-3000
FAX (410) 580-3001
September 29, 2000
I.C. Isaacs & Company, Inc.
3840 Bank Street
Baltimore, Maryland 21224-2522
Ladies and Gentlemen:
We have acted as counsel for I.C. Isaacs & Company, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") registering 600,000 shares of Common Stock, par
value $0.0001 per share (the "Shares"), issuable pursuant to the exercise of
awards granted under the I.C. Isaacs & Company, Inc. Amended and Restated 1997
Omnibus Stock Plan (the "Plan").
We have examined copies of the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws, the Plan, all
resolutions adopted by the Company's Board of Directors relating to the above
and other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of Delaware and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
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