EXHIBIT 5.1
November 7, 2000
Hartmarx Corporation
101 North Wacker Drive
Chicago, Illinois 60606
Gentlemen:
As Vice President, Corporate Counsel and Secretary of Hartmarx
Corporation, a Delaware corporation (the "Company"), I have participated
with the Company and its officers in the preparation for filing with the
Securities and Exchange Commission (the "SEC") of the Registration
Statement on Form S-8 (the "Registration Statement") covering 2,563,011
shares of the Company's common stock, par value $2.50 per share (the
"Shares"), and the stock purchase rights (the "Rights") attached to the
Shares, for offering pursuant to the Company's 1998 Incentive Stock Plan
(the "Plan").
In connection with the filing of this Registration Statement, the
rules and regulations of the SEC require my opinion as Vice President,
Corporate Counsel and Secretary of the Company, on the matters set forth
below.
In rendering this opinion, I have examined and relied upon
originals or copies, certified or otherwise, of the Restated Certificate of
Incorporation and Bylaws of the Company, each as amended to date, the
Amended and Restated Rights Agreement, dated as of April 13, 2000, by and
between the Company and First Chicago Trust Company of New York, as Rights
Agent, the Plan, the Registration Statement and such other originals or
copies of documents, records and instruments, including minutes of meetings
of the Board of Directors of the Company and the stockholders of the
Company, as I have deemed necessary or appropriate for the purposes of
rendering this opinion. In my examination, I have assumed the genuineness
of all signatures on, and the authenticity of, all documents purporting to
be originals and the conformity to originals of all copies of documents.
I am admitted to the practice of law in the State of Illinois, and
I express no opinion as to the laws of any other jurisdiction other than
the General Corporation Law of the State of Delaware and the Federal laws
of the United States of America, but only to the extent specifically
referred to herein.
Based upon the foregoing, relying on the statements of facts
contained in the documents examined, and in my capacity as Vice President,
Corporate Counsel and Secretary of the Company, it is my opinion that:
(1) the Shares are duly authorized for issue; and
(2) the Shares, when issued in accordance with the provisions of
the Plan, and the Rights attached to the Shares will be
legally issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration
Statement and to the filing of this opinion with the SEC as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Taras R. Proczko
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Taras R. Proczko, Vice President,
Corporate Counsel and Secretary
