PITNEY, HARDIN, KIPP & SZUCH LLP
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
--------
(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(973) 966-6300
FACSIMILE (973) 966-1550
August 1, 2000
The Talbots, Inc.
175 Beal Street
Hingham, Massachusetts 02043
Re: Registration Statement on Form S-8
The Talbots, Inc. Restated Directors Stock Plan
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We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by The Talbots, Inc. (the "Company") with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended (the "Act") of 400,000 shares of common
stock of the Company, $0.01 par value per share (the "Shares") issuable pursuant
to The Talbots, Inc. Restated Directors Stock Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-Laws of the Company, as currently in effect, and relevant resolutions of
the Board of Directors of the Company. We have examined such other documents as
we deemed necessary in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, the Shares, when and
as issued in accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Delaware, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH LLP
