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Exhibit 5.1
August 23, 2000
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Gentlemen:
I have acted as counsel to WestPoint Stevens Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the offering and sale of up to 2,000,000
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), pursuant to the Company's Omnibus Stock Incentive Plan (as amended)
(the "Stock Incentive Plan"). Terms defined in the Registration Statement and
not otherwise defined herein are used with the meanings as so defined.
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. I have also made such inquiries of
such officers and representatives as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the shares of Common Stock issuable
pursuant to the Registration Statement and the Stock Incentive Plan will be,
when issued and paid for in accordance with the Stock Incentive Plan, validly
issued, fully paid and nonassessable.
The opinion herein is limited to the corporate laws of the
State of Delaware, and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the
Registration Statement. I also consent to any and all references to myself in
the Prospectus which is part of said Registration Statement. I further consent
to the use of this opinion as an exhibit to applications to securities
commissioners of various states of the United States for registration or
qualification of the Common Stock under the securities (or "blue sky") laws of
such states.
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This opinion is rendered solely for your benefit in connection
with the transactions described above. This opinion may not be used or relied
upon by any other person and may not be disclosed, quoted, filed with a
governmental agency or otherwise referred to without my prior written consent
except as noted above.
Very truly yours,
/s/ Christopher N. Zodrow
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Christopher N. Zodrow
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