EXHIBIT 5.2
[Letterhead of]
Mesirov Gelman Jaffe Cramer & Jamieson, LLP
June 9, 2000
Ira M. Dansky, Esq.
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
Re: Jones Apparel Group, Inc. Registration Statement on Form S-3
Dear Mr. Dansky:
As special Pennsylvania counsel to Jones Apparel Group, Inc., a
Pennsylvania corporation (the "Company"), we have been requested to render this
opinion in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement"), which is being filed with the Securities and
Exchange Commission (the "SEC") on June 9, 2000, under the Securities Act of
1933.
The Registration Statement relates to the proposed sale from time to
time of up to an aggregate of 669,323 shares of the Company's common stock (the
"Shares") by certain selling shareholders. These selling shareholders acquired
their Shares in connection with the acquisition by the Company of Sun Apparel
Group, Inc. on October 2, 1998 pursuant to a merger agreement dated September
10, 1998 (the "Merger Agreement").
For purposes of this opinion we have examined the Registration Statement;
the Consent of the Board of Directors of the Company dated September 10, 1998;
the Registration Rights Agreement dated September 10, 1998; the Merger
Agreement; the Subsistence Certificate dated May 11, 2000, issued by the
Secretary of the Commonwealth of Pennsylvania with respect to the Company; and
such other documents as we deem necessary for the purpose of rendering this
opinion. With respect to the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted
to us as certified or reproduced copies.
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As special Pennsylvania counsel to the Company, we are not necessarily
familiar with all of the Company's affairs. As a further basis for this
opinion, we have made such inquiry of the Company as we have deemed necessary
or appropriate for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance, and are validly issued, fully paid and non-
assessable.
We are attorneys admitted to the Bar in the Commonwealth of Pennsylvania,
and we express no opinion as to the laws of any jurisdiction. Our
examination of law relevant to the matters covered by this opinion is
limited to Pennsylvania law.
The opinion is given as of the date hereof and is limited to the facts,
circumstances and matters set forth herein and to laws currently in effect. No
opinion may be inferred or is implied beyond matters expressly set forth
herein, and we do not undertake and assume no obligation to update or
supplement this opinion to reflect any facts or circumstances which may
hereafter come to our attention or any change in law which may hereafter occur.
This opinion is furnished for your benefit only and may not be used or
relied upon by any other person or entity or in connection with any other
transaction without our prior written consent.
We hereby consent to the reference to this Firm under the heading
"Legal Matters" in the Registration Statement and in the related Prospectus and
to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Mesirov Gelman Jaffe Cramer & Jamieson, LLP
Mesirov Gelman Jaffe
Cramer & Jamieson
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