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                      [BAER MARKS & UPHAM LLP LETTERHEAD]

                                                            April 20, 1998

The He-Ro Group Ltd.
Board of Directors
550 Seventh Avenue
New York, New York 10018

Ladies and Gentlemen:

     We have acted as special counsel to Mr. Hong J. Han ("Han") and Nah-Nah
Collections, Inc. ("Nah-Nah") in connection with the acquisition of (a) common
stock of The He-Ro Group, Ltd. ("He-Ro") pursuant to the Stock Purchase
Agreement dated October 16, 1997 by and among He-Ro, Vasiliki Della
Passvantidou Rounick ("Rounick"), Nah-Nah and Han, (b) certain debt of He-Ro
pursuant to the Debt Purchase Agreement dated December 24, 1997 by and among
Han, Marine Midland Bank, individually and as Agent, The Chase Manhattan Bank,
The Hong Kong and Shanghai Banking Corporation Limited and ABN Amro Bank N.V.,
and (c) certain debt of He-Ro pursuant to the Debt Purchase and Intercreditor
Agreement dated December 24, 1997 by and among Han, Rounick and He-Ro. You have
requested our opinion as to whether the acquisition by Han of such stock and
debt would result in an ownership change under Section 382 of the Internal
Revenue Code of 1986, as amended ("Code").

     Our opinions are based upon representations furnished to us by Rounick and
He-Ro with respect to transfers of stock during the "testing period" as defined
in Section 382(i) of the Code and upon the assumption that all shares held by
stockholders other than Rounick (including those shares held by Rounick
pursuant to the constructive ownership rules of Section 382(1) of the Code) is
to be treated as stock owned by one 5% shareholder. Furthermore, in reaching
our opinion we have examined such documents as we deemed necessary and
appropriate to reach our legal conclusion including, without limitation, the
Irrevocable Proxy dated December 24, 1997 executed and delivered by Rounick. We
have exercised what we believe to be due diligence and reasonable inquiry in
determining the accuracy and completeness of the assumed facts.

     You should be aware that an opinion of counsel represents our best legal
judgment as to the probable outcome of the tax issues which the opinion
addresses and is not binding on the Internal Revenue Service (the "Service") or
the courts. Our 


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[BAER MARKS & UPHAM LLP SECOND SHEET]

April 20, 1998
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opinions set forth below are also based upon the existing provisions of the
Code, the Treasury Regulations (including temporary and proposed Treasury
Regulations) promulgated under the Code, published Revenue Rulings, Revenue
Procedures and other announcements of the Service and existing court decisions,
any of which could be changed at any time. Any such changes may be retroactive
with respect to transactions entered into prior to the date of such changes and
could affect the continuing validity of the opinion set forth below.

     Based on the foregoing and subject to the qualifications and assumptions
described above, we are of the opinion that for federal income tax purposes the
acquisition of the stock and certain debt by Han referred to above did not
result in an ownership change in He-Ro under Section 382 of the Code. We
express no opinions other than as set forth above.

     This opinion is solely for your benefit and may not be relied upon by any
other person or entity or published, quoted or otherwise used for any other
purpose without our prior written consent. The above opinions are based on the
law (and interpretations thereof) and facts existing as of the date hereof. We
disclaim any obligations to advise you of any changes therein that may be
brought to our attention after the date hereof.

                                                  Very truly yours,

                                                  [BAER MARKS & UPHAM]