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EXHIBIT 5
January 11, 1999
McRae Industries, Inc.
400 North Main Street
Mt. Gilead, North Carolina 27306
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 100,000 shares of the $1.00 par
value Class A Common Stock (the "Class A Common Stock") of McRae Industries,
Inc., a Delaware corporation (the "Company"), by the Registration Statement on
Form S-8 for the McRae Industries, Inc. Incentive Equity Plan (the "Plan") to be
filed by you with the Securities and Exchange Commission.
We have made such investigations of law, examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 100,000 shares
of the Class A Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when certificates for such shares are issued in accordance with the Plan and for
a consideration of not less than the par value of the Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kennedy Covington Lobdell & Hickman, LLP
Kennedy Covington Lobdell & Hickman, LLP
