EXHIBIT 5.1
[Letterhead of]
JONES APPAREL GROUP, INC.
June 9, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Jones Apparel Group
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of Jones Apparel Group, a Pennsylvania corporation
(the "Company"), and in such capacity, I have represented the Company in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Act") relating to the
registration under the Act of the offering of an aggregate 669,323 shares of
the Company's common stock, $.01 par value per share (the "Common Stock"), for
the benefit of certain selling shareholders (the "Selling Shareholders").
In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for the
purposes of this opinion, including: (a) the Registration Statement and (b) the
related Prospectus (together with the documents incorporated therein by
reference, the "Prospectus").
Based on the foregoing and subject to the qualifications hereinafter
set forth, I am of the opinion as follows:
1. The Company is a corporation duly organized and validly
subsisting under the laws of the Commonwealth of Pennsylvania.
2. The shares of Common Stock to be sold by the Selling
Shareholders are duly authorized, validly issued, fully paid
and nonassessable.
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Securities and Exchange Commission
June 9, 2000
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I am admitted to practice in the State of New York, and I express no
opinion as to any matters governed by any law other than the laws of the State
of New York and the Federal laws of the United States of America.
In rendering this opinion, I have relied upon the opinion dated June 9, 2000
of Mesirov, Gelman, Jaffe, Cramer & Jamieson, LLP, a copy of which appears as
Exhibit 5.2 to the Registration Statement, as to all matters of law covered
therein relating to the laws of the Commonwealth of Pennsylvania.
I hereby consent to the reference to me under the heading "Legal
Matters" in the Prospectus and to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ Ira M. Dansky
Ira M. Dansky
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