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Exhibit 5.1
[Letterhead of King & Spalding]
December 21, 2000
Dan River Inc.
2291 Memorial Drive
Danville, Virginia 24541
Re: Obligations to Pay Deferred Compensation pursuant to the Dan
River Inc. Nonqualified 401(k) and Deferred Compensation Plan
for Highly Compensated Employees and Directors
Ladies and Gentlemen:
We have acted as counsel for Dan River Inc., a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of $6,000,000 of obligations of the Company (the
"Obligations") to pay deferred compensation pursuant to the terms of the Dan
River Inc. Nonqualified 401(k) and Deferred Compensation Plan for Highly
Compensated Employees and Directors as effective as of January 1, 2001 (the
"Plan").
In our capacity as such counsel, we have reviewed the Plan. We have
also reviewed such matters of law and examined original, certified, conformed or
photographic copies of such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such review we have assumed the genuineness of signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
copies submitted to us as certified, conformed or photographic copies of such
documents.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State of Georgia and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
1. The Obligations have been duly authorized; and
2. When issued in accordance with the provisions of the Plan, the
Obligations will be valid and binding obligations of the
Company, as appropriate, enforceable against the Company in
accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors' rights
generally, and general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or
law).
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could
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affect the opinions contained herein. This letter is being rendered solely for
the benefit of the Company in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 to be filed by the Company and to the
references to us in such registration statement.
Very truly yours,
/S/ KING & SPALDING
