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Exhibit 5
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 ARCH STREET
22ND FLOOR
PHILADELPHIA, PA 19103-2097
(215) 977-2000
FACSIMILE: (215) 977-2334
September 29, 2000
The Bon-Ton Stores, Inc.
2801 East Market Street
York, PA 17402
RE: Registration Statement on Form S-8
Relating to The Bon-Ton Stores, Inc.
2000 Stock Incentive Plan
Gentlemen:
As counsel to The Bon-Ton Stores, Inc., a Pennsylvania corporation
(the "Company"), we have assisted in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
400,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under The Bon-Ton Stores, Inc. 2000 Stock Incentive
Plan (the "Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
