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EXHIBIT 5
October 6, 2000
McNaughton Apparel Group Inc.
463 Seventh Avenue
New York, New York 10018
Dear Sir or Madam:
We have acted as counsel for McNaughton Apparel Group Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 being filed by the Company under the Securities Act of 1933, as
amended, with respect to 393,929 shares (the "Stock Option Shares") of the
Company's common stock, $.01 par value, which have been or are to be offered to
certain executive officers of Jeri-Jo Knitwear, Inc., a Delaware corporation
formerly known as JJ Acquisition Corp., pursuant to the Option Bonus Plan for
Senior Executives of JJ Acquisition Corp. (the "Stock Option Plan").
In connection with such registration statement, we have examined such
records and documents and such questions of law as we have deemed appropriate
for purposes of this opinion. On the basis of such examination, we advise you
that in our opinion:
(1) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of
Delaware; and
(2) the Stock Option Shares have been duly and validly authorized
and, when issued and paid for in accordance with the terms of the
Stock Option Plan, and stock options duly granted or to be
granted thereunder, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid registration statement.
Very truly yours,
/s/ Torys
