Exhibit 5.1
November 27, 2007
Culp, Inc.
1823 Eastchester Drive
Post Office Box 2686
High Point, North Carolina 227265
Re: Registration Statement on Form S-8 for Culp, Inc.
Ladies and Gentlemen:
We have served as counsel to Culp, Inc., a North Carolina corporation (the “Company”) in
connection with the preparation of the Company’s registration statement on Form S-8 (the
“Registration Statement”) relating to up to 1,200,000 shares of the Company’s common stock, $0.05
par value per share (including associated rights for purchase of Series A Participating Preferred
Shares) (the “Shares”) that may be issued by the Company pursuant to the Culp, Inc. 2007 Equity
Incentive Plan (the “Plan”). The Registration Statement also registers an indeterminate number of
additional shares that may be necessary to adjust the number of shares registered thereby for
issuance as the result of a stock split, stock dividend or similar adjustment of the number of
issued and outstanding shares of Common Stock. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined the Plan, the Registration Statement, the Articles of Incorporation of the
Company, as amended (the “Charter”), the Restated and Amended Bylaws of the Company (the “Bylaws”),
and such other corporate and other documents and records and certificates of public officials as we
have deemed necessary or appropriate for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures, (ii) the legal capacity
of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv)
the conformity to authentic original documents of all documents submitted to us as certified,
conformed or photostatic copies, and (v) the taking of all required corporation action in relation
to the Plan. We have also assumed that the Company and those persons purchasing Shares or
receiving rights to purchase Shares under the Plan will have complied with the relevant
requirements of the Plan.
Based upon the foregoing and subject to the conditions set forth below, it is our opinion that
the Shares, if and when originally issued and sold pursuant to the terms and conditions of the
Plan, will be legally issued, fully paid and nonassessable.
The opinions expressed herein are limited to the North Carolina Business Corporation Act and
the federal laws of the United States, and we express no opinion with respect to the laws of any
other state or jurisdiction.
This opinion is being furnished to you solely for your benefit in connection with the filing
of the Registration Statement and pursuant to the Securities Act of 1933, as amended (the “Act”),
and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other
purpose, without our prior written consent.
Attorneys at Law
Charlotte Office: 101 North Tryon Street, Suite 1900, Charlotte, NC 28246 Ph: 704.377.2536 Fx: 704.378.4000
South Carolina Office: 140 East Main Street, Suite 420, P.O. Drawer 12070, Rock Hill, SC 29731 Ph: 803.325.2900 Fx: 803.325.2929