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Exhibit 5
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK 10036-6522
July 6, 2000
Venator Group, Inc.
112 West 34th Street
New York, New York 10120
Ladies and Gentlemen:
We have acted as special counsel to Venator Group, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
of the Company on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act")
with respect to 6,000,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company to be issued and sold pursuant to the
Registration Statement under the Venator Group 1998 Stock Option and Award Plan
(the "Plan").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, and amendments thereto, (iii) the By-laws of the
Company, as amended, (iv) certain resolutions, dated April 12, 2000, adopted by
the Board of Directors of the Company authorizing, among other things, the
issuance of Common Stock pursuant to the Registration Statement and the adoption
of the Plan, and such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
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Venator Group, Inc.
July 6, 2000
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Members of this firm are admitted to the Bar of the State of
New York and we express no opinion as to the laws of any other jurisdiction,
except the federal laws of the United States of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock to be issued under the Plan have been duly
authorized and, when issued in accordance with the terms and conditions of the
Plan (including due payment of the purchase price set forth in such Plan), will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SKADDEN ARPS, SLATE, MEAGHER, & FLOM LLP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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