Exhibit 5

                                   CADWALADER
                          -----------------------------
                          Cadwalader, Wickersham & Taft

100 Maiden Lane                                                       New York
New York, NY 10038                                                    Washington
Tel: 212 504-6000                                                     Charlotte
Fax: 212 504-6666                                                     London






           August 14, 2002





           Steven Madden, Ltd.
           52-16 Barnett Avenue
           Long Island City, New York 11104

           Re:   Steven Madden, Ltd.
                 -------------------
                 Registration Statement on Form S-8
                 ----------------------------------

           Ladies and Gentlemen:

           We have acted as counsel to Steven Madden, Ltd., a Delaware
           corporation (the "Company") in connection with the preparation and
           filing by the Company with the Securities and Exchange Commission
           (the "Commission") of the Registration Statement on Form S-8 (the
           "Registration Statement") under the Securities Act of 1933, as
           amended (the "Securities Act"). An aggregate of 1,600,000 shares of
           the Company's common stock, par value $.0001 per share (the "Common
           Stock"), to be issued under the Company's 1999 Stock Plan (the "Stock
           Plan"), were registered on September 10, 1999, July 6, 2000 and
           August 30, 2001 pursuant to Registration Statements on Form S-8 (File
           Nos. 333-86903, 333-40924 and 333-68712, respectively). This opinion
           relates to an additional 680,000 shares of Common Stock (the
           "Shares") to be issued under the Stock Plan being registered pursuant
           to the Registration Statement.

           In rendering the opinion set forth below, we have examined and relied
           upon the originals, copies or specimens, certified or otherwise
           identified to our satisfaction, of (a) the Registration Statement,
           (b) the Stock Plan and (c) such certificates, corporate and public
           records, agreements and instruments and other documents as we have
           deemed appropriate as a basis for the opinion expressed below. In
           such examination we have assumed the genuineness of all signatures,
           the authenticity of all documents, agreements and instruments



           submitted to us as originals, the conformity to original documents,
           agreements and instruments of all documents, agreements and
           instruments submitted to us as copies or specimens, the authenticity
           of the originals of such documents, agreements and instruments
           submitted to us as copies or specimens, the conformity of the text of
           each document filed with the Commission through the Commission's
           Electronic Data Gathering, Analysis and Retrieval System to the
           printed document reviewed by us, and the accuracy of the matters set
           forth in the documents, agreements and instruments we reviewed. As to
           any facts material to such opinion that were not known to us, we have
           relied upon statements and representations of officers and other
           representatives of the Company. Except as expressly set forth herein,
           we have not undertaken any independent investigation (including,
           without limitation, conducting any review, search or investigation of
           any public files, records or dockets) to determine the existence or
           absence of the facts that are material to our opinion, and no
           inference as to our knowledge concerning such facts should be drawn
           from our reliance on the representations of the Company in connection
           with the preparation and delivery of this letter. As used herein, "to
           our knowledge", "known to us" or words of similar import mean the
           actual knowledge, without independent investigation, of any lawyer in
           our firm actively involved in the transactions contemplated by the
           Registration Statement.

           We express no opinion concerning the laws of any jurisdiction other
           than the laws of the State of New York and the General Corporation
           Law of the State of Delaware (including the statutory provisions, all
           applicable provisions of the Delaware Constitution and reported
           judicial decisions interpreting the foregoing). We are not licensed
           to practice law in the State of Delaware. Except as described, we
           have neither examined nor do we express any opinion with respect to
           Delaware law.

           Based upon and subject to the foregoing, we are of the opinion that
           the Shares, when issued and delivered by the Company pursuant to the
           Stock Plan and paid for in accordance with the Stock Plan, will be
           validly issued, fully paid and non-assessable.

           We hereby consent to the filing of this opinion letter as an exhibit
           to the Registration Statement, without admitting that we are
           "experts" within the meaning of the Securities Act or the rules and
           regulations of the Commission issued thereunder with respect to any
           part of the Registration Statement, including this exhibit.

           Very truly yours,


           /s/ Cadwalader, Wickersham & Taft