Exhibit 5
Robinson, Bradshaw & Hinson, P.A.
Attorneys at Law
101 North Tryon Street, Suite 1900 South Carolina Office
Charlotte, North Carolina 28246 The Guardian Building
223 E. Main Street,
Telephone (704) 377-2536 Suite 600
Fax (704) 378-4000 Post Office Drawer 12070
Rock Hill, S.C. 29731
Telephone (803) 325-2900
Fax (803) 325-2929
April 25, 2001
Culp, Inc.
101 South Main Street
Post Office Box 2686
High Point, North Carolina 27261-2686
Re: Registration Statement on Form S-8 of Culp, Inc.
Ladies and Gentlemen:
We have served as counsel to Culp, Inc., a North Carolina corporation
(the "Company"), in connection with the preparation by the Company of a
registration statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the offer and sale of up to 350,000 shares of the
Company's common stock, $.05 par value per share (the "Shares"), to be issued
by the Company pursuant to the Culp, Inc. 1993 Stock Option Plan (the
"Plan"), and associated rights to purchase Series A Participating Preferred
Stock of the Company (the "Rights") issued pursuant to a Rights Agreement,
dated as of October 8, 1999 (the "Rights Agreement") between the Company and
Equiserve Trust Company, N.A., as Rights Agent.
We have examined the Plan, the Rights Agreement, the Articles of
Incorporation of the Company and the amendments thereto listed as exhibits to
the Registration Statement (the "Charter"), the Restated and Amended Bylaws
of the Company listed as an exhibit to the Registration Statement (the
"Bylaws"), and such other corporate and other documents and records and
certificates of public officials as we have deemed necessary or appropriate
for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed
or photostatic copies.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Shares, if and when originally issued and sold by the
Company pursuant to the terms and conditions of the Plan, and upon payment of
the consideration, if any, payable therefor pursuant to the Plan, will be
legally issued, fully paid and nonassessable and will represent validly
authorized and outstanding shares of common stock of the Company.
2. The Rights associated with the Shares, if and when originally
issued by the Company pursuant to the terms and conditions of the Rights
Agreement, will be validly issued, fully paid and nonassessable, and will be
valid and binding obligations of the Company.
We have assumed that the Company and those officers and employees that
may receive options to purchase Shares under the Plan will have complied with
the relevant requirements of the Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges having jurisdiction,
will be effected in accordance with their respective requirements and that
the approvals of such regulatory authorities, including any stock exchanges
having jurisdiction, will have been granted prior to the issuance of any of
the Shares or Rights.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the
Charter, Bylaws and Rights Agreement not being further amended prior to the
issuance of the Shares or Rights.
The foregoing opinions are limited to the laws of the State of North
Carolina, and we express no opinion with respect to the laws of any other
state or jurisdiction.
Exhibit 5
Robinson, Bradshaw & Hinson, P.A.
Attorneys at Law
101 North Tryon Street, Suite 1900 South Carolina Office
Charlotte, North Carolina 28246 The Guardian Building
223 E. Main Street,
Telephone (704) 377-2536 Suite 600
Fax (704) 378-4000 Post Office Drawer 12070
Rock Hill, S.C. 29731
Telephone (803) 325-2900
Fax (803) 325-2929
April 25, 2001
Culp, Inc.
101 South Main Street
Post Office Box 2686
High Point, North Carolina 27261-2686
Re: Registration Statement on Form S-8 of Culp, Inc.
Ladies and Gentlemen:
We have served as counsel to Culp, Inc., a North Carolina corporation
(the "Company"), in connection with the preparation by the Company of a
registration statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the offer and sale of up to 350,000 shares of the
Company's common stock, $.05 par value per share (the "Shares"), to be issued
by the Company pursuant to the Culp, Inc. 1993 Stock Option Plan (the
"Plan"), and associated rights to purchase Series A Participating Preferred
Stock of the Company (the "Rights") issued pursuant to a Rights Agreement,
dated as of October 8, 1999 (the "Rights Agreement") between the Company and
Equiserve Trust Company, N.A., as Rights Agent.
We have examined the Plan, the Rights Agreement, the Articles of
Incorporation of the Company and the amendments thereto listed as exhibits to
the Registration Statement (the "Charter"), the Restated and Amended Bylaws
of the Company listed as an exhibit to the Registration Statement (the
"Bylaws"), and such other corporate and other documents and records and
certificates of public officials as we have deemed necessary or appropriate
for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed
or photostatic copies.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Shares, if and when originally issued and sold by the
Company pursuant to the terms and conditions of the Plan, and upon payment of
the consideration, if any, payable therefor pursuant to the Plan, will be
legally issued, fully paid and nonassessable and will represent validly
authorized and outstanding shares of common stock of the Company.
2. The Rights associated with the Shares, if and when originally
issued by the Company pursuant to the terms and conditions of the Rights
Agreement, will be validly issued, fully paid and nonassessable, and will be
valid and binding obligations of the Company.
We have assumed that the Company and those officers and employees that
may receive options to purchase Shares under the Plan will have complied with
the relevant requirements of the Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges having jurisdiction,
will be effected in accordance with their respective requirements and that
the approvals of such regulatory authorities, including any stock exchanges
having jurisdiction, will have been granted prior to the issuance of any of
the Shares or Rights.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the
Charter, Bylaws and Rights Agreement not being further amended prior to the
issuance of the Shares or Rights.
The foregoing opinions are limited to the laws of the State of North
Carolina, and we express no opinion with respect to the laws of any other
state or jurisdiction.
Culp, Inc.
April 25, 2001
Page 2
__________________________
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Culp, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Culp, Inc. of our report dated May 31, 2000, except for note 17
to the consolidated financial statements, as to which the date is February
19, 2001, relating to the consolidated balance sheets of Culp, Inc. and
subsidiary as of April 30, 2000 and May 2, 1999, (as restated), and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended April 30, 2000 (as
restated for the years ended May 2, 1999 and May 3, 1998), which report
appears in the April 30, 2000 annual report on Form 10-K/A of Culp, Inc.
As discussed in note 17 to the consolidated financial statements, the company
has restated its previously issued 2000, 1999 and 1998 consolidated financial
statements.
/s/ KPMG LLP
Charlotte, North Carolina
April 25, 2001
Exhibit 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 27th day of February, 2001.
/s/ Robert T. Davis
------------------------------
Robert T. Davis
Exhibit 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 7th day of March, 2001.
/s/ H. Bruce English
------------------------------
H. Bruce English
Exhibit 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 19th day of March, 2001.
/s/ Patrick B. Flavin
------------------------------
Patrick B. Flavin
Exhibit 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 26th day of February, 2001.
/s/ Patrick H. Norton
------------------------------
Patrick H. Norton
Exhibit 24.5
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company"s Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 1st day of March, 2001.
/s/ Earl N. Phillips
------------------------------
Earl N. Phillips
Exhibit 24.6
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 26th day of February, 2001.
/s/ Judith C. Walker
------------------------------
Judith C. Walker