Gerber Childrenswear Inc – ‘S-8’ on 6/25/99 – EX-5

On:  Friday, 6/25/99   ·   Effective:  6/25/99   ·   Accession #:  1052274-99-5   ·   File #:  333-81557

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10     36K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Consent of Schulte Roth & Zabel LLP                    1      8K 
 3: EX-23.1     Consent of Ernst & Young LLP                           1      5K 

EX-5   —   Consent of Schulte Roth & Zabel LLP

                                                                       EXHIBIT 5

June 25, 1999                                                                   

Gerber Childrenswear, Inc.                                                      
7005 Pelham Road                                                                
Suite D                                                                         
Greenville, SC  29015                                                           

Dear Sirs:                                                                      

         We have  acted as  counsel to Gerber  Childrenswear,  Inc.,  a Delaware
corporation  (the  "Company"),  in connection with the preparation and filing by
the Company with the Securities and Exchange  Commission (the "Commission") of a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the offer
and sale of an aggregate of 750,000  shares of Common Stock,  par value $.01 per
share,  of the Company (the "Shares")  issuable to participants in the Company's
1998 Long-Term Performance Incentive Plan (the "Plan").                         

         In this  capacity,  we have examined  originals,  telecopies or copies,
certified or otherwise  identified to our  satisfaction,  of such records of the
Company and all such agreements,  certificates of public officials, certificates
of  officers  or  representatives  of the  Company  and  others,  and such other
documents,  certificates  and  corporate  or  other  records  as we have  deemed
necessary or appropriate as a basis for this opinion.                           

         In our examination,  we have assumed the genuineness of all signatures,
the legal capacity of natural persons signing or delivering any instrument,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.          

         Based  upon  the   foregoing,   and   having   regard  for  such  legal
considerations  as we deem relevant,  we are of the opinion that the Shares have
been duly  authorized  and,  when issued and delivered to plan  participants  in
accordance with the terms of the Plan,  will be validly  issued,  fully paid and
nonassessable.                                                                  

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to this firm  under the  heading
"Legal  Matters" in the  Prospectus  which forms a part thereof.  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  Securities  Act or the rules and
regulations of the Commission promulgated thereunder.                           

                                         Very truly yours,

                                                    /s/ Schulte Roth & Zabel LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		6/25/99		None on these Dates
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