WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019-6099
January 16, 2001
Hampshire Group, Limited
215 Commerce Boulevard
Anderson, South Carolina 29625
Ladies and Gentlemen:
We have acted as counsel to Hampshire Group, Limited (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Registration Statement on Form S-8/S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about January 16, 2001, in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), by the Company of an
aggregate of 750,000 shares (the "Company Shares") of the Company's Common
Stock, par value $0.10 per share, issuable under the Hampshire Group, Limited
1992 Stock Option Plan, as amended (the "Option Plan"), and the Hampshire Group,
Limited Common Stock Purchase Plan for Directors and Executives (the "Purchase
Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and or copies of such documents, certificates and
records as we have deemed necessary to form a basis for the opinion hereinafter
expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company.
Based on the foregoing, we are of the opinion that, when the Registration
Statement has become effective under the Act, the Company Shares to be newly
issued, when duly issued, sold and paid for in accordance with the terms of the
Option Plan and the Purchase Plan, as the case may be, will be legally issued,
fully paid and non-assessable.
We are qualified to practice law in the State of New York and do not purport to
be experts on, or to express any opinion herein, concerning any law, other than
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Willike Farr & Gallagher
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Willkie Farr & Gallagher
