Blank Rome Tenzer Greenblatt LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
October 31, 2000
Candie's, Inc.
400 Columbus Avenue
Valhalla, New York 10595-1335
Gentlemen:
You have requested our opinion with respect to the offering by you,
Candie's, Inc., a Delaware corporation (the "Company"), of (i) up to 3,500,000
shares of the Company's common stock, $.001 par value, (the "Plan Shares")
issuable upon exercise of options granted or to be granted under the Company's
1997 Stock Option Plan (the "Plan") and (ii) up to 1,739,000 shares of the
Company's common stock (the "Non-Plan Shares") issuable upon exercise of options
granted to certain employees of the Company and to a marketing consultant to the
Company pursuant to the terms of option agreements between the Company and the
employees and a consultant (the "Agreements"), pursuant to a registration
statement (the "Registration Statement") on Form S-8 to be filed with the
Securities and Exchange Commission.
We have examined and relied upon originals, or copies certified or
otherwise identified to our satisfaction, of such documents and corporate and
public records as we deemed necessary as a basis for the opinion hereinafter
expressed. With respect to such examination, we have assumed the genuineness of
all signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon representations of executive
officers of the Company.
Based upon the foregoing, it is our opinion that the Plan Shares and the
Non-Plan Shares have been duly and validly authorized and, when sold, paid for
and issued as contemplated by the Plan or the Agreements, as the case may be,
will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Securities Act of 1933 or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Blank Rome Tenzer Greenblatt LLP
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BLANK ROME TENZER GREENBLATT LLP
