EXHIBIT 5



                                 April 13, 2004



Hanover Direct, Inc.
115 River Road, Building 10
Edgewater, New Jersey 07020

Ladies and Gentlemen:

      We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), by Hanover Direct,
Inc., a Delaware corporation (the "Company"), relating to an aggregate of
2,700,000 shares of the Company's Common Stock, par value $.662/3 par value per
share (the "Common Stock"), to be issued upon the exercise of options granted
pursuant to the Stock Option Agreement made as of December 5, 2000 by the
Company in favor of Thomas C. Shull, as amended by Amendment No. 1 thereto dated
as of September 1, 2002 (collectively, the "Stock Option Agreement"). Certain of
the terms of the options are governed by the provisions of the Employment
Agreement dated as of September 1, 2002 between Thomas C. Shull and the Company
and Amendment No. 3 to Employment Agreement effective as of August 3, 2003
between Thomas C. Shull and the Company (collectively, the "Employment
Agreement"). The Stock Option Agreement and the Employment Agreement are
collectively referred to herein as the "Agreement."

      We have examined originals or copies authenticated to our satisfaction of
such corporate records and other documents, and we have made such examinations
of law and fact, as we have deemed necessary or appropriate in order to render
the opinions hereinafter expressed. In such examinations we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, and the authenticity of the originals of all such copies. We
express no opinion as to any laws other than the Delaware General Corporation
Law.

      In rendering the opinion set forth below, we have assumed that (a) no
option granted under the Agreement has an exercise price that is below the par
value of the shares of Common Stock at the time of exercise or (b) the shares
issued pursuant to the options granted under the Agreement are issued from
shares of Common Stock held in treasury by the Company and such treasury shares,
when originally issued by the Company, were fully-paid for.

      Based upon the foregoing, we are of the opinion that the shares of Common
Stock being registered pursuant to the Registration Statement, when issued and
paid for in accordance with the terms of the Agreement, will be validly issued,
fully paid and non-assessable.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                Very truly yours,

                                /s/ Brown Raysman Millstein Felder & Steiner LLP