Exhibit 5
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE o NEW YORK, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
September 15, 2000
Barneys New York, Inc.
575 Fifth Avenue
New York, NY 10017
Ladies and Gentlemen:
We have acted as counsel to Barneys New York, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of the Registration Statement of the Company on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to the Barneys
New York, Inc. Employee Stock Option Plan. Capitalized terms defined in the
Registration Statement and used (but not otherwise defined) herein are used
herein as so defined.
In so acting, we have examined originals or copies
(certified or otherwise identified to our satisfaction) of the Registration
Statement and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 654,000 shares of Common Stock,
par value $0.01 per share, of the Company (the "Common Stock") to be issued and
sold by the Company pursuant to the Registration Statement have been duly
authorized and, when issued and sold as contemplated by the Registration
Statement and the Barneys New York, Inc. Employee Stock Option Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this letter as an exhibit
to the Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
