EX-5.1 2 d445522dex51.htm OPINION OF MARK D. FISCHER, ESQ. Opinion of Mark D. Fischer, Esq.

Exhibit 5.1

PVH Corp.

200 Madison Avenue

New York, New York 10016

December 4, 2012

Board of Directors

PVH Corp.

200 Madison Avenue

New York, New York 10016

Ladies and Gentlemen:

I and other members of my staff have acted as counsel to PVH Corp., a Delaware corporation (the “Corporation”), in connection with the preparation and filing of the Registration Statement on Form S-4 of the Corporation (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the registration of shares of the Corporation’s common stock, par value $1.00 per share (the “Common Stock”), that may be issued in connection with the merger of The Warnaco Group, Inc., a Delaware corporation (“Warnaco”) with and into Wand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Corporation (“Merger Sub”), as described in the Registration Statement (the “Merger”).

I have participated in the preparation of the Registration Statement and have reviewed the Agreement and Plan of Merger, dated as of October 29, 2012, by and among Warnaco, the Corporation and Merger Sub (the “Merger Agreement”). In rendering this opinion, I or other members of my staff have also examined such corporate records and other documents, and such matters of law as I or they deem necessary or appropriate. In rendering this opinion, I have, with your consent, relied upon oral and written representations of officers of the Corporation and certificates of officers of the Corporation and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion I have, with your consent, assumed the genuineness of all signatures or instruments relied upon by me, and the conformity of certified copies submitted to me with the original documents to which such certified copies relate. I have further assumed the due authorization and issuance of the outstanding shares of common stock, par value $0.01 per share, of Warnaco in accordance with applicable law.

Based on and subject to the foregoing, I am of the opinion that all necessary corporate action on the part of the Corporation has been taken to authorize the issuance of the Common Stock in connection with the Merger and, when the Registration Statement has been declared effective under the Act by order of the Commission and the Common Stock has been duly issued in accordance with the Merger Agreement, the Common Stock will be validly issued, fully paid and nonassessable.

The foregoing opinion is rendered in my capacity as General Counsel of the Corporation and is limited to the federal laws of the United States and the laws of the State of Delaware. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement, and to the references therein to my name and this opinion under the caption “Legal Matters” in the proxy statement/prospectus constituting a part of the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act. I assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date of effectiveness of the Registration Statement that might affect the opinions expressed herein.

 

Very truly yours,
/s/ Mark D. Fischer
Mark D. Fischer
General Counsel