May 30, 2000
AnnTaylor Stores Corporation
142 West 57th Street
New York, New York 10019
Re: Registration Statement on Form S-8
of AnnTaylor Stores Corporation
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of AnnTaylor Stores
Corporation, a Delaware corporation (the "Company"), and am delivering this
opinion in connection with the Registration Statement on Form S-8 (File No.
33-_____) of the Company (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Company's 2000 Stock Option and
Restricted Stock Award Plan (the "Plan").
In connection with this opinion, I have examined and am familiar with originals
or copies, certified or otherwise identified to my satisfaction, of such
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth herein, including (i) the Registration Statement, (ii) the Restated
Certificate of Incorporation of the Company, as amended through the date hereof,
and (iii) copies of certain resolutions adopted by the Board of Directors of the
Company relating to, among other things, the filing of the Registration
Statement and related matters.
In such examination, I have assumed the genuineness of all signatures (except
signatures of the Company), the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making my examination of documents executed by parties other than the Company, I
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due execution
and delivery by such parties of such documents and the validity, binding effect
and enforceability thereof. As to any facts material to the opinions set forth
================================================================================
<PAGE>
herein that I did not independently establish or verify, I have relied upon
statements and representations of officers and other representatives of the
Company and others.
I am admitted to the Bar of the State of New York and express no opinion as to
the laws of any other jurisdiction, other than the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing and the qualifications and limitations
set forth herein, I am of the opinion that the Common Stock (as defined in the
Registration Statement) issuable upon the exercise of Options and pursuant to
Restricted Stock Awards granted under the Plan has been duly authorized by the
Company, and, when issued, delivered and paid for in accordance with the terms
of the Plan, will be validly issued, fully paid and non-assessable, with no
personal liability attaching to the ownership thereof under the laws of the
State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
This opinion is being furnished to you solely for your benefit in connection
with the Registration Statement, and is not to be used, circulated, quoted,
relied upon or otherwise referred to for any other purpose or by any other
person without my express prior written consent.
Very truly yours,
Jocelyn F.L. Barandiaran
Senior Vice President / General
Counsel / Secretary
