McDermott, Will & Emery
                             227 West Monroe Street
                             Chicago, Illinois 60606

                                                October 3, 2002

Kellwood Company
600 Kellwood Parkway
St. Louis, Missouri 63017

                  Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

                  We have acted as counsel to Kellwood  Company (the  "Company")
in connection with the  registration by the Company of 5,000,000  common shares,
par value $.01 per share,  of the Company  (the  "Common  Shares"),  and related
preferred  stock  purchase  rights,  that may be offered and sold by the Company
from time to time, as set forth in the  Registration  Statement on Form S-4 (the
"Registration Statement") that is being filed by the Company with the Securities
and Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
1933, as amended (the "Securities Act").

                  In  connection  with  the  foregoing,  we have  examined  such
records, documents and proceedings as we have deemed relevant as a basis for the
opinion expressed herein. In addition,  we have assumed that each acquisition in
which Common Shares are issued and sold pursuant to the  Registration  Statement
(and  consequently,  the  related  issuance  and sale of the  Common  Shares  in
connection  therewith) will be approved by such corporate  proceedings as may be
required under Delaware law.

                  Based upon and subject to the foregoing, we are of the opinion
that when (1) the Registration  Statement shall have been declared  effective by
order of the  Commission  and (2) the Common  Shares  have been  issued upon the
terms and conditions set forth in the Registration Statement and against payment
of the consideration  therefor,  then such Common Shares will be legally issued,
fully paid and non-assessable.

                  We hereby  consent  to the  references  to our firm  under the
heading "Legal  Matters" as attorneys who passed upon the validity of the Common
Shares  and to the  filing  of a copy  of this  opinion  as  Exhibit  5.1 to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933, as amended,  or the rules and  regulations  of the
Securities and Exchange Commission thereunder.

                                                     Very truly yours,


                                                     /s/ McDermott, Will & Emery