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EXHIBIT 5
January 12, 2001
The Board of Directors
dELiA*s Corp.
435 Hudson Street
New York, New York 10014
Dear Sirs:
I am Chief Legal Counsel of dELiA*s Corp., a Delaware corporation (the
"Company"), and have acted as counsel for 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
6,374,916 shares (the "Shares") of the Company's Class A common stock, par
value $.01 per share, in connection with the dELiA*s Inc. 1996 Amended and
Restated Stock Incentive Plan, the dELiA*s Inc. 1998 Stock Incentive Plan and
the iTurf Inc. 1999 Amended and Restated Stock Incentive Plan (the "Plans").
I am familiar with the preparation of the Registration Statement and
have made such further investigation as I have deemed pertinent and necessary as
a basis for this opinion.
Based upon, and subject to, the foregoing, it is my opinion that the
Shares are duly authorized and, when issued in accordance with the terms of the
Plans, 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.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am 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/ Timothy B. Schmidt
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Timothy B. Schmidt
