Exhibit 5.1



                                 (212) 450-4000



                                                     November 13, 2003


V.F. Corporation
105 Corporate Center Blvd.
Greensboro, North Carolina 27408

Ladies and Gentlemen:

     We have acted as special counsel to V.F. Corporation, a Pennsylvania
corporation (the "Company"), in connection with the Company's offer (the
"Exchange Offer") to exchange its 6% notes due October 15, 2033 (the "New
Notes") for any and all of its outstanding 6% notes due October 15, 2033 (the
"Old Notes"). The New Notes will be subject to a Registration Statement on Form
S-4 (the "Registration Statement"). The Old Notes were issued, and it is
proposed that the New Notes be issued, under an indenture dated as of September
29, 2000 between the Company and The Bank of New York (successor to United
States Trust Company of New York), as trustee (the "Trustee") (as may be
supplemented or amended from time to time, the "Indenture").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for
the purpose of rendering this opinion.

     Upon the basis of the foregoing, we are of the opinion that the New Notes
have been duly authorized by the Company, and that the New Notes, when
executed, authenticated and delivered in exchange for the Old Notes in
accordance with the terms of the Exchange Offer and the Indenture, will be
valid and binding obligations of the Company, enforceable in accordance with
their terms, except (i) as such enforcement may be limited by bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting creditors' rights
generally, (ii) as such enforcement may be limited by general principles of
equity, regardless of whether enforcement is sought in a proceeding at law or
in equity and (iii) to the extent that a waiver of rights under any usury or
stay law may be unenforceable.

     We hereby confirm that the discussion set forth under the caption "Certain
United States Federal Income Tax Considerations" in the prospectus that is part
of



V.F. Corporation                       2                      November 13, 2003


the Registration Statement on Form S-4 filed by the Company with the Securities
and Exchange Commission on November 13, 2003 constitutes our opinion as to the
matters set forth therein.

     We are members of the Bar of the State of New York, and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, we have as to
all maters governed by the laws of the Commonwealth of Pennsylvania, relied on
the opinion of Candace S. Cummings, Vice President - Administration, General
Counsel, and Secretary of the Company, a copy of which has been delivered to
you today, and our opinion is subject in all respects to the assumptions,
qualifications and exceptions contained in such opinion.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
references to us and the use of the name of our firm under the caption
"Validity of the New Notes" in the prospectus contained in such Registration
Statement.

     This opinion is rendered in connection with the above matter.

     Very truly yours,

     /s/ Davis Polk & Wardwell