EXHIBIT 5.3

                                 [Letterhead of]

                           DRINKER BIDDLE & REATH LLP
                               [Princeton Office]

                                                         March 16, 2005



Ladies and Gentlemen:

                  We have acted as special counsel to Jones Retail Corporation,
a New Jersey corporation (the "Company") in the State of New Jersey in
connection with the filing by the Company with the Securities and Exchange
Commission (the "Commission") of a registration statement on Form S-4
(Registration No. 333-123021) (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), relating to the issuance and exchange of up
to (i) $250,000,000 aggregate principal amount of new 4.250% Senior Notes due
2009 (the "New 2009 Notes"), for a like principal amount of the outstanding
4.250% Senior Notes due 2009, which have certain transfer restrictions, (ii)
$250,000,000 aggregate principal amount of new 5.125% Senior Notes due 2014 (the
"New 2014 Notes"), for a like principal amount of the outstanding 5.125% Senior
Notes due 2014, which have certain transfer restrictions and (iii) $250,000,000
aggregate principal amount of new 6.125% Senior Notes due 2034 (the "New 2034
Notes" and, together with the New 2009 Notes and the New 2014 Notes, the "New
Notes"), for a like principal amount of the outstanding 6.125% Senior Notes due
2034, which have certain transfer restrictions. The New Notes are to be issued
pursuant to the indenture dated as of November 22, 2004 (the "Indenture"), among
the Company, certain affiliates of the Company and SunTrust Bank, as trustee.
All terms used herein have the meanings assigned to them in the Indenture unless
otherwise defined herein.

                  In that capacity, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the Certificate of
Incorporation of the Company, as amended; (b) the bylaws of the Company, as
amended; and (c) the Indenture.

                  Based on the foregoing, and subject to the qualifications,
limitations and assumptions stated herein, in our opinion: (i) the Indenture has
been duly authorized, executed and delivered by the Company; (ii) each of the
New Notes has been duly authorized; and (iii) when executed and authenticated in
accordance with the terms of the Indenture, each of the New Notes shall be duly
executed and delivered by the Company.

                  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



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not thereby 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.

                  We are admitted to practice in the State of New Jersey and we
express no opinion as to matters governed by any laws other than the laws of the
State of New Jersey and the Federal laws of the United States of America.

                  This opinion is given as of the date hereof, and we do not
undertake to advise you of any facts that come to our attention, or of any
change in law that may occur, after the date hereof.

                  The opinions expressed above are solely for your benefit and
may not be relied upon by any other person (including by any person that
acquires the securities from you), or for any other purpose.

                                Very truly yours

                                /s/ Drinker Biddle & Reath LLP

                                DRINKER BIDDLE & REATH LLP