Neiman Marcus 2003 Annual Report Download - page 272

EXHIBIT F
OPINION OF COUNSEL FOR THE BORROWER
[Effective Date]
To the Lenders and the Agents
Referred to Below
c/o JPMorgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
In my capacity as Senior Vice President and General Counsel of The Neiman Marcus Group, Inc. (the "Borrower"), I, together
with , have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit
Agreement dated as of June 9, 2004 among the Borrower, the Lender's party thereto, Bank of America, N.A., as Syndication Agent,
and JPMorgan Chase Bank, as Administrative Agent (the "Credit Agreement"). Capitalized terms used in this opinion which are not
defined herein shall have the same meaning as in the Credit Agreement.
I have examined the originals, or copies certified to my satisfaction, of the Credit Agreement, the Notes, the charter
documents and the By-Laws of the Borrower and the Significant Subsidiaries, records of the Borrower's corporate proceedings, all
Debt instruments and other material agreements and instruments to which the Borrower or a Significant Subsidiary is a party and of
which I have knowledge, certificates of public officials and such other documents, agreements, certificates and records as I have
deemed necessary to examine as a basis for the opinions hereinafter expressed.
I am an attorney admitted to practice in the State of Texas. I am not, and do not purport to be, an expert in or qualified to
express opinions concerning the laws of any jurisdiction other than Texas, the United States of America and the corporate laws of the
State of Delaware to the extent necessary to express the opinions hereinafter set forth. For the purposes of this opinion, I have
assumed without investigation that the laws of the State of New York are the same as those of the State of Texas.
Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion
that:
1. The Borrower and each Significant Subsidiary (i) is a corporation duly organized, validly existing and in good standing
under the laws of its respective state of incorporation, (ii) has all requisite corporate power and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now conducted and as presently contemplated and (iii) is in
good standing as a foreign corporation and is duly qualified to conduct business in each jurisdiction in which its property or business
as presently conducted or contemplated makes such qualification necessary, except in those jurisdictions in which the failure to be so
qualified would not have a material adverse effect upon the business or financial condition of the Borrower or such Significant
Subsidiary and would not (after qualification) preclude the Borrower or such Significant Subsidiary from enforcing claims against any
party in the courts of such jurisdictions.