S-3MEF

As filed with the Securities and Exchange Commission on March 2, 2011

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERRY ELLIS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida	59-1162998
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

George Feldenkreis

Chairman of the Board and Chief Executive Officer

Perry Ellis International, Inc.

3000 N.W. 107 Avenue

Miami, Florida 33172

(305) 592-2830

(Address, including zip code, and telephone number including area code, of

registrant’s principal executive offices and agent for service)

Copies to:

Anita Britt Chief Financial Officer Perry Ellis International, Inc. 3000 N.W. 107 Avenue Miami, Florida 33172 Telephone: (305) 592-2830 Telecopier: (786) 221-8083 A. Jeffry Robinson, P.A. Broad and Cassel One Biscayne Tower, 21st Floor 2 South Biscayne Blvd. Miami, FL 33131 Telephone: (305) 373-9400 Telecopier: (305) 373-9443

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x

Registration No. 333-167728

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “larger accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
Common Stock, par value $0.01 per share
Debt Securities
Subsidiary Guarantees of Debt Securities (3)
Total	$16,920,000	$16,920,000	$1,964.41

(1) The Registrant previously registered an aggregate amount of $200 million of Common Stock, Debt Securities and Subsidiary Guarantees of Debt Securities (collectively, the “Securities”) on its Registration Statement on Form S-3 (Registration No. 333-167728). In accordance with Rule 462(b) under the Securities Act, an additional amount of Securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the Securities eligible to be sold under the related Registration Statement on Form S-3 (Registration No. 333-167728), for which a filing fee of $6,140 was previously paid, are being registered.

(2) Calculated pursuant to Rule 457(o) under the Securities Act.

(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no additional consideration will be received for the guarantees by Registrant’s guarantor subsidiaries and no separate fee is payable with respect to the guarantees.

Pursuant to Rule 462(b) under the Securities Act of 1933, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.

ADDITIONAL REGISTRANTS

Name of Additional Registrant	State of Incorporation	I.R.S. Employee Identification Number	Address, Including Zip Code, and Telephone Number, Including Area Code, or Registrant’s Principal Executive Offices
Jantzen, LLC	Delaware	42-1534560	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Supreme International, LLC	Delaware	42-1534564	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
PEI Licensing, Inc.	Delaware	42-1534568	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Jantzen Apparel, LLC	Delaware	51-0348614	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Salant Holding, LLC	Delaware	13-4116384	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Perry Ellis Menswear, LLC	Delaware	13-3402444	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Perry Ellis Shared Services Corporation	Delaware	20-2085469	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Winnsboro DC, LLC	Delaware	N/A	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Tampa DC, LLC	Delaware	20-4534227	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Supreme Real Estate I, LLC	Florida	N/A	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Supreme Real Estate II, LLC	Florida	N/A	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Supreme Realty, LLC	Florida	90-0087796	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830
Perry Ellis Real Estate, LLC	Delaware	74-3043466	3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830

EXPLANATION AND INCORPORATION

OF CERTAIN DOCUMENTS BY REFERENCE

This Registration Statement on Form S-3 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) by Perry Ellis International, Inc., a Florida corporation (the “Company”), pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company’s Registration Statement on Form S-3 (Registration No. 333-167728), as amended, including the exhibits thereto, which was declared effective by the Commission on November 26, 2010 (the “Initial Registration Statement”).

This Registration Statement is being filed to increase the dollar amount of securities registered under the Initial Registration Statement by $16,920,000 pursuant to Rule 462(b). This amount is less than 20% of the amount available for issuance under the Initial Registration Statement. The required opinion and consent are listed on the exhibit index hereto and are filed herewith.

1

PART II

Information Not Required in Prospectus

Item 16. Exhibits.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-167728 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith.

Exhibit No.	Description
5.1	Legal Opinion of Broad and Cassel (*)
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm (*)
23.2	Consent of Broad and Cassel (included in Exhibit 5.1) (*)
24.1	Power of Attorney of Officers and Directors of the Registrant (set forth on the signature pages to the initial filing)

(*) Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

PERRY ELLIS INTERNATIONAL, INC.
By:	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
/s/ George Feldenkreis George Feldenkreis	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 2, 2011
* Oscar Feldenkreis	Vice Chairman of the Board, President and Chief Operating Officer	March 2, 2011
* Anita Britt	Chief Financial Officer (Principal Financial and Accounting Officer)	March 2, 2011
* Joe Arriola	Director	March 2, 2011
* Gary Dix	Director	March 2, 2011
* Joseph P. Lacher	Director	March 2, 2011
* Joseph Natoli	Director	March 2, 2011
* Eduardo M. Sardina	Director	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

JANTZEN, LLC
Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis, Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

SUPREME INTERNATIONAL, LLC
By: Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

PEI LICENSING, INC.
By:	*
	Ann Bukawyn, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
* Ann Bukawyn	President (Principal Executive, Financial and Accounting Officer)	March 2, 2011
/s/ George Feldenkreis George Feldenkreis	Director	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

JANTZEN APPAREL, LLC
By: PEI Licensing, Inc., as its manager
	*
	Ann Bukawyn, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PEI LICENSING, INC.
* Ann Bukawyn, President	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

PERRY ELLIS MENSWEAR, LLC
By: Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis, Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

SALANT HOLDING, LLC
By: Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis, Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

SUPREME REAL ESTATE I, LLC
By:	*
	Fanny Hanono, Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
* Fanny Hanono	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

SUPREME REAL ESTATE II, LLC
By:	*
	Fanny Hanono, Manager

Name and Signature	Title	Date
* Fanny Hanono	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

SUPREME REALTY, LLC
By:	*
	Fanny Hanono, Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
* Fanny Hanono	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

PERRY ELLIS REAL ESTATE, LLC
By:  Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis, Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

PERRY ELLIS SHARED SERVICES CORPORATION
By:	/s/ George Feldenkreis
	George Feldenkreis, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
/s/ George Feldenkreis George Feldenkreis	President and Director (Principal Executive, Financial and Accounting Officer)	March 2, 2011
* Oscar Feldenreis	Director	March 2, 2011

*By:	/s/ George Feldenkreis
	George Feldenkreis, as attorney- in-fact pursuant to the applicable power of attorney set forth in the Registration Statement on Form S-3, Registration No. 333-167728

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

WINNSBORO DC, LLC
By: Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.

TAMPA DC, LLC
By:  Perry Ellis International, Inc., as its manager
	/s/ George Feldenkreis
	George Feldenkreis, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
PERRY ELLIS INTERNATIONAL, INC.
/s/ George Feldenkreis George Feldenkreis, Chairman of the Board and Chief Executive Officer	Manager (Principal Executive, Financial and Accounting Officer)	March 2, 2011

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EX-5.1

Exhibit 5.1

One Biscayne Tower 2 South Biscayne Blvd. 21st Floor Miami, FL 33131 Telephone: 305.373.9400 Facsimile: 305.373.9443 www.broadandcassel.com

March 2, 2011

Perry Ellis International, Inc.

3000 NW 107th Avenue

Miami, FL 33172

Re: Perry Ellis International, Inc. (the “Company”)
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Perry Ellis International, Inc., a Florida corporation (the “Company”), in connection with the preparation of the registration statement on Form S-3 pursuant to Rule 462(b) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the “Act”), with respect to an aggregate of up to $16,920,000 in aggregate public offering price of securities (collectively, the “Securities”) that may be issued from time to time by the Company, including (i) shares of Common Stock and (ii) debt securities of the Company (the “Debt Securities”), which may be, as to the Company’s obligations thereunder, fully and unconditionally guaranteed (the “Subsidiary Guarantees”), by certain subsidiaries of the Company (the “Subsidiary Guarantors”). The Securities may be issued and sold, or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”), and supplements to the Prospectus (the “Prospectus Supplements”). The Registration Statement incorporates by reference the contents of the Company’s Registration Statement on Form S-3 (Registration No. 333-167728 ), which was declared effective by the Commission on November 26, 2010.

As counsel to the Company, we have examined the original or certified copies of such records of the Company, and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant and necessary for the opinions expressed in this letter. In such examination, we have assumed the genuineness of all signatures on original documents, and the conformity to original documents of all copies submitted to us as conformed or photostatic copies. We have also assumed that: (1) upon the issuance of any shares of Common Stock, the total number of shares of Common Stock issued and outstanding will not exceed the number of shares of Common Stock the Company is then authorized to issue under its Articles of Incorporation; and (2) at the time of the execution, authentication, issuance and delivery of any Debt Securities and the associated

Boca Raton       •       Ft. Lauderdale         •       Miami       •       Orlando      •      Tallahassee      •      Tampa      •      West Palm Beach

Perry Ellis International, Inc.

March 2, 2011

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indenture (the “Indenture”), that the Indenture will have been duly authorized, executed and delivered by the Company and the applicable trustee and that the Indenture will be a valid and legally binding obligation of the Company and the applicable trustee. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.        With respect to the shares of Common Stock included in the Registration Statement that have not been issued as of the date hereof, assuming (a) the taking by the Board of Directors of the Company (the “Board”) of all necessary corporate action to authorize and approve the issuance of the Common Stock, and (b) the due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement or similar agreement approved by the Board, the Common Stock will be validly issued, fully paid and nonassessable.

2.        With respect to the Debt Securities and the Subsidiary Guarantees, assuming (a) the taking of all necessary corporate or entity action by the Company and the applicable Subsidiary Guarantors to approve the issuance and terms of any Debt Securities or any Subsidiary Guarantees, and (b) the due execution, authentication, issuance and delivery of such Debt Securities or such Subsidiary Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities and Subsidiary Guarantees will constitute valid and legally binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their terms.

Our opinions are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida, and we express no opinion herein concerning the applicability or effect of any laws of any other jurisdiction, except the securities laws of the United States of America referred to herein.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we

Boca Raton       •       Ft. Lauderdale         •       Miami       •       Orlando      •      Tallahassee      •      Tampa      •      West Palm Beach

Perry Ellis International, Inc.

March 2, 2011

Page 3

are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should any applicable law change after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

Very truly yours,

/s/ Broad and Cassel

BROAD AND CASSEL

Boca Raton       •       Ft. Lauderdale         •       Miami       •       Orlando      •      Tallahassee      •      Tampa      •      West Palm Beach

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our reports dated April 13, 2010, relating to the consolidated financial statements of Perry Ellis International, Inc. and the effectiveness of Perry Ellis International, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Perry Ellis International, Inc. for the year ended January 30, 2010, incorporated by reference in the prospectus included in Amendment No. 1 to Registration Statement No. 333-167728 on Form S-3/A.

/s/ Deloitte & Touche LLP

Miami, Florida

March 2, 2011