Exhibit 5.1
August 24, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Crown Crafts, Inc. – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Crown Crafts, Inc., a Delaware corporation (the “Company”), in
connection with the filing by the Company of a Registration Statement on Form S-8 (the
“Registration Statement”) with the Securities and Exchange Commission (the “Commission”)
registering under the Securities Act of 1933, as amended (the “Act”), 1,200,000 shares (the
“Shares”) of the Company’s Series A common stock, $0.01 par value per share, issuable pursuant to
the Crown Crafts, Inc. 2006 Omnibus Incentive Plan (the “Plan”).
The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K. Such opinion is given solely for the benefit of the Commission and may be relied
upon only by the Commission in connection with the Registration Statement and may not be used,
circulated, quoted or referred to by or filed with any other person or entity, including any other
governmental unit or agency, without first obtaining the express written consent of this firm.
In giving the opinion hereinafter set forth, we have examined and relied upon, among other
things, the following: (i) the Plan; (ii) the Company’s Amended and Restated Certificate of
Incorporation; (iii) the Company’s Bylaws; and (iv) originals or copies, certified or otherwise
identified to our satisfaction, of such other agreements, documents, instruments and records as we
have deemed necessary or appropriate under the circumstances for us to express the opinion
hereinafter set forth. As to various factual matters that are material to our opinion, we have
relied upon certificates of officers of the Company and certificates and orders of various public
officials. In making the foregoing examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, the authority of the person or persons who
executed each of such documents on behalf of any person or entity other than the Company, the
correctness and accuracy of all certificates of officers of the Company and the correctness and
accuracy of all certificates and orders of various public officials. We have also made such
investigations of law as we have deemed appropriate.
Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in
accordance with the terms and conditions of the Plan, will be validly issued, fully paid and
non-assessable.
Securities and Exchange Commission
August 24, 2006
Page 2
Our conclusions are limited to the matters expressly set forth as our “opinion” in the
immediately preceding paragraph, and no opinion is implied or to be inferred beyond the matters
expressly so stated. Such opinion is given as of the date hereof, and we expressly decline any
undertaking to revise or update such opinion subsequent to the date hereof or to advise the
Commission of any matter arising subsequent to the date hereof that would cause us to modify, in
whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Rogers & Hardin
ROGERS & HARDIN