Exhibit 5
Opinion of Alston & Bird LLP
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ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
July 26, 2000
Tropical Sportswear Int'l Corporation
4902 West Waters Avenue
Tampa, Florida 33634-1302
Re: Form S-8 Registration Statement --
Tropical Sportswear Int'l Corporation 2000 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Tropical Sportswear Int'l Corporation, a
Florida corporation (the "Corporation"), in connection with the filing of the
above-referenced Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") to
register under the Securities Act of 1933, as amended (the "Securities Act"),
500,000 shares of the Corporation's common stock, $0.01 par value per share
("Common Stock"), that may be issued pursuant to the Tropical Sportswear Int'l
Corporation 2000 Long-Term Incentive Plan (the "Plan"). This opinion letter is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commission's
Regulation S-K.
We have examined the Plan, the Amended and Restated Articles of
Incorporation of the Corporation, as further amended, the Amended and Restated
Bylaws of the Corporation, records of proceedings of the Board of Directors of
the Corporation deemed by us to be relevant to this opinion letter, the
Registration Statement and other documents and agreements we deemed necessary
for purposes of expressing the opinion set forth herein. We also have made such
further legal and factual examinations and investigations as we deemed necessary
for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the Corporation and
certificates of public officials. Except to the extent expressly set forth
herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion as to matters that might have been
disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission
for their use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent. The only opinion rendered by us consists of those matters set
forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.
Our opinion set forth below is limited to the Business Corporation Act
of the State of Florida, applicable provisions of the Constitution of the State
of Florida and reported judicial decisions interpreting such Florida Business
Corporation Act and Constitution, and we do not express any opinion herein
concerning any other laws.
Based on the foregoing, it is our opinion that the 500,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Steven A. Opler
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Steven A. Opler, a Partner
