August 28, 2003


Phillips-Van Heusen Corporation
200 Madison Avenue
New York, NY 10016


   Re: Phillips-Van Heusen Corporation
       Registration Statement on Form S-4
       ----------------------------------


Ladies and Gentlemen:


     We have acted as counsel to Phillips-Van Heusen Corporation, a Delaware
corporation (the "Company"), in connection with the Company's offer (the
"Exchange Offer") to exchange its 8 1/8% Senior Notes due 2013 (the "Exchange
Notes") for any and all outstanding 8 1/8% Senior Notes due 2013 (the
"Outstanding Notes").

     This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

     In connection with this opinion, we have relied as to matters of fact,
without investigation, upon affidavits, certificates and written statements of
directors, officers and employees of, and the accountants for, the Company. We
have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion.

     In connection with this opinion, we have assumed the legal capacity of all
natural persons, the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the due authority of
the parties signing such documents, the authenticity of the documents submitted
to us as originals and the conformity of authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. In
making our examination of documents executed or to be executed by parties other
than the Company, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof.

     Based upon and subject to the foregoing, it is our opinion that the
Exchange Notes have been duly authorized by the Company, and the Exchange
Notes, when executed, authenticated and delivered in exchange for the
Outstanding Notes in accordance with the terms of the indenture relating
thereto (the "Indenture") and the Exchange Offer, will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding
at law or in equity).

     Our opinion expressed above is limited to the laws of the State of New
York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware, including the applicable provisions
of the Constitution of the State of Delaware and the reported judicial
decisions interpreting such laws and provisions. This opinion is given as of
the date hereof and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.




     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.


                                        Very truly yours,

                                        KATTEN MUCHIN ZAVIS ROSENMAN




                                        By        /s/ David H. Landau
                                           ------------------------------------
                                                        A Partner