Exhibit 5
September 7, 2000
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
Re: Charming Shoppes, Inc. 2000 Associates' Stock Incentive Plan
Ladies and Gentlemen:
I have assisted Charming Shoppes, Inc. (the "Company") in the
preparation of the above-referenced Registration Statement on Form S-8 (the
"Registration Statement") for filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder.
The Registration Statement relates to a total of 2,000,000 shares
(the "Registered Stock") of common stock, par value $0.10 per share (including
stock purchase rights attached thereto) (the "Common Stock"), of the Company,
authorized for issuance under the Charming Shoppes, Inc. 2000 Associates' Stock
Incentive Plan (the "Plan"). I have examined copies of the Company's Articles
of Incorporation, as amended, By-Laws, resolutions adopted by the Company's
Board of Directors, the Plan, and such other documents, and have made such
inquiries, as I have deemed appropriate. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all items submitted to me as
originals, and the conformity with originals of all items submitted to me as
copies.
Based upon the foregoing, it is my opinion that the Registered
Stock that may be originally issued pursuant to the Plan, when issued and
delivered in accordance with the Plan and the resolutions authorizing the Plan,
will be legally issued, fully paid and non-assessable shares of Common Stock of
the Company.
As of August 21, 2000, I owned 12,924 shares of the Company's
Common Stock and options to purchase 764,000 additional shares. I hereby
consent to the use of this opinion as Exhibit 5 to the Registration Statement.
In giving such consent, I do not thereby admit that I am acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/Colin D. Stern
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Colin D. Stern
Executive Vice President, General
Counsel and Secretary
