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EXHIBIT 5
OPINION OF WARING COX, PLC
December 27, 2000
Hancock Fabrics, Inc
3406 West Main Street
Tupelo, Mississippi 38801
Re: Registration on Form S-8
Gentlemen:
We have acted as counsel for Hancock Fabrics, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, with
respect to one hundred thousand (100,000) shares of the Company's common stock
("the Shares"), issuable under the terms of Hancock Fabrics, Inc. Stock
Compensation Plan for Non-Employee Directors as referenced in the Registration
Statement (the "Plan").
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company, and certificates of its
officers and public officials, as we have deemed necessary for purposes of the
opinion expressed below.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that:
(i) The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; and
(ii) The Shares covered by the Registration Statement have been
duly authorized for issuance and, when issued pursuant to the
terms of the Plan, will be legally issued, fully paid and
nonassessable.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, quoted or
otherwise referred to for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to, and to the
use of our name in, the Registration Statement.
Very truly yours,
WARING COX, PLC
By: /s/ Samuel D. Chafetz
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Samuel D. Chafetz
