Baby Superstore Inc – ‘S-8’ on 1/7/97 – EX-5

As of:  Tuesday, 1/7/97   ·   Effective:  1/7/97   ·   Accession #:  950168-97-27   ·   File #:  333-19355

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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         Baby Superstore, Inc. S-8                              6     28K 
 2: EX-5        Exhibit 5.1                                            2      9K 
 3: EX-23       Exhibit 23.1                                           1      5K 

EX-5   —   Exhibit 5.1

EX-5
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                                                   Exhibit 5.1

 January 6, 1997

Baby Superstore, Inc.                                                           
1201 Woods Chapel Road                                                          
Duncan, South Carolina 29334                                                    

RE:      Registration Statement on Form S-8                   

Gentlemen:                                                                      

       This opinion is being furnished to you in connection with your filing
with the Securities and Exchange Commission of a Registration Statement on Form 
S-8 (the "Registration Statement") relating to the Baby Superstore, Inc. 1995   
Stock Option Plan for Outside Directors (the "Plan") and the sale of common     
stock, no par value per share (the "Common Stock"), of Baby Superstore, Inc.    
(the "Company") pursuant to the exercise of options granted under the Plan and  
exercised in accordance with the provisions of the Plan. In this connection, we 
have familiarized ourselves with the Articles of Incorporation and the Bylaws of
the Company, and have examined the originals, or copies certified or otherwise  
identified to our satisfaction, of corporate records, including minute books, of
the Company. We have also examined the Registration Statement, together with the
exhibits thereto, and such other certificates of officers, documents, and       
records as we have deemed necessary for the purpose of expressing the opinion   
contained herein.                                                               

      On the basis of, and in reliance upon, the foregoing, and subject to
the assumptions and qualifications set forth herein, we are of the opinion that 
the shares of Common Stock to be issued pursuant to the provisions of the Plan  
have been duly authorized, and when (a) the Registration Statement has become   
effective under the Securities Act of 1933, as amended, and the pertinent       
provisions of any state securities laws, as may be applicable, have been        
complied with and (b) the shares of Common Stock are issued in accordance with  
the terms of the Plan as set forth in the Registration Statement, the shares of 
Common Stock so issued will be validly issued, fully paid, and nonassessable.   

EX-5
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       The opinion expressed herein is based upon applicable laws, statutes,
ordinances, rules and regulations as existed on this date and we express no     
opinion as to the effect which any future amendments, changes, additions or     
modifications thereof may have on the opinion expressed herein. We assume no    
obligation to update or supplement our opinion to reflect any facts or          
circumstances which may hereafter come to our attention, or changes in law which
may hereafter occur. This opinion is provided to you as a legal opinion only,   
and not as a guaranty or warranty of the matters discussed herein or of any     
transaction or obligation. We are furnishing this opinion for the sole and      
exclusive benefit of the addressee.                                             

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement with respect to the Plan. By giving such consent, we do  
not admit that we are within the category of persons whose consent is required  
under Section 7 of the Securities Act of 1933, as amended, or the rules and     
regulations of the Securities and Exchange Commission issued thereunder.        

 Very truly yours,

                  NEXSEN PRUET JACOBS & POLLARD, LLP

           By:   /s/ Julian Hennig III
           Julian Hennig III
 Partner

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/7/97							None on these Dates
		1/6/97		1
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