Exhibit 5.1


                              Davis Polk & Wardwell

                              450 Lexington Avenue

                            New York, New York 10017

                                  212-450-4000

                                                               November 28, 2000

V.F. Corporation
628 Green Valley Road, Suite 500
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 8.10% notes due October 1, 2005 and its 8.50%
notes due October 1, 2010 (collectively, the "NEW NOTES") for any and all of its
outstanding 8.10% notes due October 1, 2005 and 8.50% notes due October 1, 2010
(collectively, the "OLD NOTES"). The Old Notes were issued, and it is proposed
that the New Notes be issued, under an indenture dated as of September 29, 2000
(the "INDENTURE") between the Company and the United States Trust Company of New
York, as trustee.

         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 and assuming the due authorization,
execution and delivery of the Indenture by the parties thereto, we are of the
opinion that the New Notes, when authorized, 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 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.

         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 under the caption "Validity of the New Notes" in the prospectus
contained in such Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that U.S. Bank Trust National Association, as
V.F. Corporation                     2                       November 28, 2000


Exchange Agent for the Exchange Offer, may rely upon this opinion as if it were
addressed directly to it.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell