Reply to the Attention of
    
    Terry W. PetermanDirect Line
    
    613.232.7171 ext. 101Direct Fax
    

    613.231.3191Email Address
    
    terry.peterman@mcmillan.ca
  
 Re:
    
    Brown Shoe Company of Canada Ltd/Chaussures Brown du Canada Ltée
   a)
    
    the Indenture;b)
    
    the Original Notes;




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Page 2 
 c)
    
    the Registration Rights Agreement; andd)
    
    the form of the Exchange Notes (the Exchange Notes).
       1.
    
    Brown Canada is a corporation amalgamated and existing under the Canada Business Corporations
Act(Canada).2.
    
    The execution and delivery by Brown Canada of the Indenture and the performance by Brown
Canada of its obligations thereunder are within its corporate power and the Indenture has been
duly authorized by all necessary corporate action on the part of Brown Canada.3.
    
    The Indenture has been duly executed and delivered by Brown Canada and constitutes a valid
and binding obligation of Brown Canada enforceable in accordance with its terms.




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Page 3 a)
    
    enforcement may be limited by laws of general application affecting creditors rights,
including without limitation, the common law with respect to creditors obligations (such as
the obligation of a creditor to act reasonably and in good faith) and bankruptcy, insolvency,
reorganization, arrangement, winding-up, moratorium and limitation of action laws;b)
    
    enforcement is subject to general equitable principles, including the fact that the
availability of equitable remedies, such as injunctive relief and specific performance, is in
the discretion of a court;c)
    
    any provision of the Indenture which imposed an obligation upon Brown Canada to pay costs and
expenses of enforcement are subject to the discretion of the court in awarding costs;d)
    
    enforcement of the Indenture may be limited by the fact that a judgment of a Canadian court
may be awarded only in Canadian currency;e)
    
    the parties to the Indenture (other than Brown Canada) or the Exchange Notes may be required
to give Brown Canada a reasonable time to repay following a demand for payment prior to taking
any action to enforce their right of repayment or before exercising any of the rights and
remedies expressed to be exercisable by them under the Indenture;f)
    
    we express no opinion as to the enforceability of any provision of the Indenture which:
 i)
    
    purports to establish evidentiary standards;ii)
    
    purports to waive or effect any rights to notices;iii)
    
    relates to the delay or omission of the enforcement of remedies by or on behalf
of the parties thereto (other than Brown Canada);iv)
    
    purports to sever invalid, ineffective or unenforceable provisions of the
Indenture; orv)
    
    purports to permit any party (other than Brown Canada) to enter, take
possession of, use, sell or dispose of property of Brown Canada without obtaining a
court order authorizing such action or complying with the Personal Property Security
Act(Ontario) to the extent that it is applicable;
 g)
    
    the enforceability of any indemnity provision in the Indenture may be limited by applicable
law to the extent it directly or indirectly related to liabilities imposed on any other party
to the Indenture by law for which it would be contrary to public policy to require Brown
Canada to indemnify such party;




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Page 4 
 h)
    
    the provisions for the payment of interest under the Indenture may not be enforceable if
those provisions provide for the receipt of interest at a criminal rate within the meaning
of Section 347 of the Criminal Code(Canada);i)
    
    no opinion is expressed as to the binding nature or enforceability of any provision of the
Indenture which purports to require payment of interest after default at a rate higher than
the rate payable before default or in circumstances where no interest was payable before
default; andj)
    
    the enforceability of each of the Indenture is subject to the limitations contained in the
Limitations Act, 2002(Ontario) and we express no opinions as to whether a court may find that
any provision of Indenture will be unenforceable as an attempt to vary or exclude a limitation
period under such Act.
   Yours truly,/s/ McMillan LLPMcMILLAN LLP