Signal Apparel Company Inc – ‘S-8’ on 7/20/99 – EX-5.1

On:  Tuesday, 7/20/99   ·   Effective:  7/20/99   ·   Accession #:  891554-99-1467   ·   File #:  333-83281

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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 Statement                                 6     34K 
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-23.2     Accountant's Consent                                   1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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July 2, 1999

Board of Directors                                                              
Signal Apparel Company, Inc.                                                    
34 Englehard Avenue                                                             
Avenel, NJ  07001                                                               

Gentlemen:                                                                      

You have requested our opinion concerning certain matters in connection with the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
Signal Apparel  Company,  Inc. (the  "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities  Act"),
relating to the offer and sale by the Company of up to  5,000,000  shares of the
Company's  Common Stock,  $.01 par value per share  ("Common  Stock") to certain
employees under the Company's 1999 Stock Incentive Plan (the "Plan").           

In connection with the following opinions, we have examined and have relied upon
such  documents,  records,  certificates,  statements and instruments as we have
deemed  necessary and  appropriate to render the opinions  herein set forth.  In
such  examination,  we have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals and the  conformity
with the originals of all documents submitted to us as copies.                  

Based upon and subject to the foregoing, it is our opinion that:                

1.   The Company is duly incorporated and validly existing under the laws of the
State of Indiana.                                                     

2.   The adoption of the Plan, the reservation of up to 5,000,000  shares of the
     Company's  Common Stock for issuance in accordance  with the Plan,  and the
     issuance of such shares of Common Stock to participants  who receive awards
     under the Plan in accordance with its terms,  have been duly authorized and
     approved  by  the  Company's  Board  of  Directors  and  by  the  Company's
shareholders.                                                         

EX-5.1
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Board of Directors                                                              
Signal Apparel Company, Inc.                                                    
July 2, 1999                                                                    
Page 2                                                                          

3.   The  issuance  of up to  5,000,000  shares  of Common  Stock  which are the
     subject of the  Registration  Statement  to  participants  in the Plan,  in
     accordance  with the terms of the Plan,  will result in such  shares  being
     duly authorized,  legally and validly issued, fully paid and non-assessable
shares of the Company's Common Stock.                                 

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  caption
"Legal Opinions" in the Prospectus to be delivered to Plan participants pursuant
to the Registration Statement.                                                  

                        WITT, GAITHER & WHITAKER, P.C.

                     /s/ Steven R. Barrett
                          --------------------------------
                By:  Steven R. Barrett

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/20/99							None on these Dates
		7/2/99		1		2
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