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EXHIBIT 5
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3995
January 12, 2001
Zale Corporation
901 West Walnut Hill Lane
Irving, Texas 75038-1003
Ladies and Gentlemen:
We have examined a copy of the registration statement on Form S-8
proposed to be filed by Zale Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission"),
relating to the registration pursuant to the provisions of the Securities Act of
1933, as amended (the "Securities Act"), of 1,850,000 shares (the "Shares") of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),
reserved for issuance in connection with options to be granted under the Zale
Corporation Omnibus Stock Incentive Plan (the "Plan"). In rendering this
opinion, we have reviewed such documents and made such investigations as we
deemed appropriate.
We are of the opinion that, subject to compliance with the pertinent
provisions of the Securities Act and to compliance with such securities or "Blue
Sky" laws of any jurisdiction as may be applicable, when certificates evidencing
the Shares have been duly executed, countersigned, registered, issued and
delivered in accordance with the terms of the Plan and the respective stock
option agreements entered into, under and in accordance with the Plan, the
Shares will be duly and validly issued and outstanding, fully paid and
non-assessable shares of Common Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia, the General Corporation Law of the
State of Delaware and the Federal law of the United States of America.
We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the registration statement referred to above.
Very truly yours,
/s/ Troutman Sanders LLP
