Exhibit 5

December 4, 2003


Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania  19020


      Re:   Charming Shoppes, Inc. 1993 Employees' Stock Incentive Plan

Ladies and Gentlemen:

                  I am the General Counsel of Charming Shoppes, Inc. (the
"Company") and, in that capacity, have assisted in the preparation of the
Registration Statement on Form S-8 (the "Registration Statement"), to which this
opinion is attached as an exhibit, being filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder.

                  The Registration Statement relates to a total of 900,000
shares (the "Registered Stock") of common stock, par value $0.10 per share
(including stock purchase rights attached thereto) (the "Common Stock"), of the
Company, authorized for issuance under the Company's 1993 Employees' Stock
Incentive Plan (the "Plan"). I have examined copies of the Company's Articles of
Incorporation, as amended, By-Laws, resolutions adopted by the Company's Board
of Directors, the Plan, and such other documents, and have made such inquiries,
as I have deemed appropriate. In my examination, I have assumed the genuineness
of all signatures, the authenticity of all items submitted to me as originals,
and the conformity with originals of all items submitted to me as copies.

                  Based upon the foregoing, it is my opinion that the Registered
Stock that may be originally issued pursuant to the Plan, when issued and
delivered in accordance with the Plan and the resolutions authorizing the Plan,
will be legally issued, fully paid and non-assessable shares of Common Stock of
the Company.

                  As of December 4, 2003, I owned 40,134 shares of the Company's
Common Stock and options to purchase 671,500 additional shares. I hereby consent
to the use of this opinion as Exhibit 5 to the Registration Statement. In giving
such consent, I do not thereby admit that I am acting within the category of
persons whose consent is required under Section 7 of the Act or the rules or
regulations of the Securities and Exchange Commission thereunder.

                                      Sincerely,

                                      /S/COLIN D. STERN
                                      ------------------
                                      Colin D. Stern
                                      Executive Vice President, General Counsel,
                                      and Secretary