Service Merchandise Co Inc – ‘S-8’ on 6/14/95 – EX-5

As of:  Wednesday, 6/14/95   ·   Effective:  7/3/95   ·   Accession #:  950144-95-1683   ·   File #:  33-60201

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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         Service Merchandise Company Form S-8                   7     37K 
 2: EX-4.1      Amend. & Restat. 1989 Employee Stock Incent. Plan     13     67K 
 3: EX-5        Opinion of Bass, Berry & Sims                          1      7K 
 4: EX-23.2     Consent of Deloitte & Touche LLP                       1      5K 

EX-5   —   Opinion of Bass, Berry & Sims

EX-5
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Bass, Berry & Sims
First American Center 
Nashville, Tennessee 37238
                                                                       EXHIBIT 5

June 13, 1995 

Service Merchandise Company, Inc.                                               
7100 Service Merchandise Drive                                                  
Brentwood, TN  37027                                                            

RE:     REGISTRATION STATEMENT ON FORM S-8                    

Ladies and Gentleman:                                                           

       We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") covering      
4,990,000 shares of Common Stock, par value $.50 per share, of Service          
Merchandise Company, Inc., a Tennessee corporation (the "Company"), issuable    
under the Company's Amended and Restated 1989 Employee Stock Incentive Plan, as 
amended through April 19, 1995 (the "Plan").                                    

      In connection with this opinion, we have examined and relied on such
records, documents and other instruments as in our judgment are necessary or    
appropriate in order to express the opinions hereinafter set forth and have     
assumed the genuineness of all signatures, the authenticity of all documents    
submitted to us as originals and the conformity to original documents of all    
documents submitted to us as certified photostatic copies.                      

 Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock issuable by the 
Company pursuant to the Plan, when issued and delivered in the manner and on    
the terms set forth in the Plan, will be validly issued, fully paid and         
nonassessable.                                                                  

     We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement.                                                     

                                       Very truly yours,

                                            /s/ Bass, Berry & Sims

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Effective on:		7/3/95
Filed on:		6/14/95
		6/13/95
		4/19/95		DEF 14A
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