8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 19, 2010

SAKS INCORPORATED

Tennessee	1-13113	62-0331040
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

12 East 49th Street, New York, New York 10017

(212) 940-5305

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.   Other Events.

This Current Report on Form 8-K is being filed to incorporate by reference exhibits into the effective shelf registration statement of Saks Incorporated (the “Company”) on Form S-3, Registration No. 333-160914, the prospectus dated August 13, 2009 included therein, and the prospectus supplement relating thereto dated November 19, 2010 in connection with the resale of 1,051,178 shares (the “Shares”) of the Company's common stock, par value $0.10 per share, by the Saks Fifth Avenue Pension Plan Trust, a trust holding the assets of the defined benefit pension plan of the Company and its subsidiaries (the “Trust”).   The Shares were newly issued shares and represent a portion of an aggregate of 1,515,000 Shares that were contributed on November 18, 2010 to the Trust in private placements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
	See Exhibit Index immediately following signature page.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 19, 2010	SAKS INCORPORATED
	By:	/s/ Ann Robertson
	Name:	Ann Robertson
	Title:	Vice President and Corporate Secretary

EXHIBIT INDEX
Exhibit No.	Description
5.1	Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
23.1	Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (counsel) (included in Exhibit 5.1)

EX-5.1

Exhibit 5.1

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.

Baker Donelson Center, Suite 800

211 Commerce Street

Nashville, Tennessee 37201

Phone: (615) 726-5600

Fax: (615) 726-0464

November 19, 2010

Saks Incorporated

12 East 49th Street

New York, New York 10017

Re:	Registration Statement on Form S-3
	SEC File No. 333-160914

Ladies and Gentlemen:

We have acted as counsel for Saks Incorporated, a Tennessee corporation (the “Company”), in connection with the registration of 1,051,178 shares of the Company’s common stock (the “Shares”) issued to the Saks Fifth Avenue Pension Plan Trust (the “Selling Shareholder”), which number includes 426,178 Shares previously registered on behalf of the Selling Shareholder.  The Shares are to be offered and sold by the Selling Shareholder pursuant to a prospectus supplement, dated November 19, 2010 (the “Prospectus Supplement”) and the accompanying base prospectus dated August 13, 2009 (the “Base Prospectus” and collectively with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s ef fective registration statement on Form S-3, as amended (File No. 333-160914) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth.  In making such examination and rendering the opinion set forth below, we have assumed that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; (iv) all signatures (other than signatures on behalf of the Company) on each such document are genuine, and (v) any certificates of public officials have been properly given and are accurate.  We have further assumed the legal capacity of natural persons and that each party to the documents we have examined or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party.  Finally, as to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and public officials.

This opinion is limited to the Tennessee Business Corporation Act and the federal laws of United States of America.  Without limiting the generality of the foregoing, we express no opinion with respect to state securities or “Blue Sky” laws.

                 Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.  This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

We hereby consent to the filing of this opinion as an Exhibit to a current report on Form 8-K, which we understand will be incorporated by reference into the Prospectus, and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the Commission's rules and regulations.

Very truly yours,

/s/ BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.