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Exhibit 5
July 28, 2000
Florsheim Group Inc.
200 N. LaSalle Street
Chicago, Illinois 60601
Re: Florsheim Group Inc. -- Form S-8 Registration Statement Relating to
the Florsheim Group Inc. 1994 Stock Option Plan, as Amended and Restated
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 200,000 shares of Common Stock, without
par value (the "Common Stock"), of the Florsheim Group Inc. (the "Company"),
which may be issued pursuant to Florsheim Group Inc. 1994 Stock Option Plan, as
Amended and Restated (the "Plan"). We have examined copies of the Company's
Restated Certificate of Incorporation, By-Laws, resolutions adopted by the board
of directors and stockholders and such other documents, and have made such
inquiries of the Company's officers, as we have deemed appropriate. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all items submitted to us as originals, and the conformity with originals of
all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock,
when issued and delivered in accordance with the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
