Exhibit 5.1

                   [Letterhead of Kirkpatrick & Lockhart LLP]

July 10, 2002

Skechers U.S.A., Inc.
228 Manhattan Beach Blvd.
Manhattan Beach, CA 90266

        Re: Registration Statement on Form S-3

Ladies and Gentlemen:

        We have acted as counsel to Skechers U.S.A., Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of $90,000,000
aggregate principal amount of 4.50% Convertible Subordinated Notes due April 15,
2007 (the "Notes") and such indeterminate number of shares of the Company's
Class A common stock, par value $0.001 per share as may be required for issuance
upon conversion of the Notes (the "Shares"). The Notes and the Shares are to be
offered and sold by certain security holders of the Company. In this regard we
have participated in the preparation and filing with the Securities and Exchange
Commission (the "SEC") of a Registration Statement on Form S-3 relating to the
Notes and the Shares (such Registration Statement, as it may be amended from
time to time, is herein referred to as the "Registration Statement").

        This opinion is delivered in accordance with the requirements of Item
601(b)(5)(i) of Regulation S-K under the Securities Act.

        For the purpose of this opinion, we have examined such matters of law
and originals, or copies certified or otherwise identified to our satisfaction,
of such documents, corporate records and other instruments as we have deemed
necessary.

        Based on the foregoing and on all other instruments, documents and
matters examined for the rendering of this opinion, we are of the opinion that
the Notes are valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms. We are of the further opinion that
the Shares have been duly authorized and reserved and, when issued upon
conversion of the Notes in accordance with the Notes and the Indenture dated as
of April 9, 2002, by and between the Company and Wells Fargo Bank, N.A., as
trustee, the Shares will be validly issued, fully paid and non-assessable.

        We express no opinion as to the applicability or effect of any laws,
orders or judgments of any state or jurisdiction other than the substantive laws
of the States of Delaware and New York. Further, our opinion is based solely
upon existing laws, rules and regulations, and we undertake no obligation to
advise you of any changes that may be brought to our attention after the date
hereof.




        We consent to the use of our name under the caption "Legal Matters" in
the Prospectus, constituting part of the Registration Statement, and to the
filing of this opinion as an exhibit to the Registration Statement.

        By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act, or the rules and regulations promulgated thereunder by the SEC, nor do we
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.


                                            Sincerely,


                                            /s/ KIRKPATRICK & LOCKHART LLP