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                                                                     EXHIBIT 5.1

                              AVONDALE INCORPORATED
                              AVONDALE MILLS, INC.
                             AUDIT COMMITTEE CHARTER


PURPOSE

         The Audit Committee is a committee of the Board of Directors. Its
primary function is to assist the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Corporation. In doing so, it
is the responsibility of the Audit Committee to maintain free and open
communication with the independent accountants, the internal auditors, the
management of the Corporation, and the Board of Directors.

ORGANIZATION

         The Audit Committee shall be composed of at least three directors who
are generally knowledgeable in accounting, auditing and financial reporting
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the Board of Directors, would interfere with his or her individual
exercise of independent judgement.

         The members of the Audit Committee shall be elected by the Board of
Directors and serve until their successors shall be duly elected and qualified.
Unless the Chairperson is elected by the Board of Directors, the members of the
Audit Committee may designate a Chairperson by majority vote of the full
committee membership. It is the responsibility of the Chairperson to schedule
all meetings of the Audit Committee and provide the Committee members with a
written agenda for all meetings.

         The Audit Committee shall meet at least two times per year or more
frequently as circumstances require. The Audit Committee shall meet at least
once per year with the independent accountants and management in separate
executive sessions to discuss any matters that the Audit Committee, the
independent accountants or management believes should be discussed.

RESPONSIBILITIES

         The Audit Committee shall recommend to the Board of Directors the
nomination of the independent accountants, provide oversight of the performance
of services by the independent accountants, review and approve the compensation
of the independent accountants, and recommend to the Board of Directors the
discharge of the independent accountants as deemed appropriate. In this process,
the Audit Committee


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shall confirm and assure the independence of the independent accountants,
including a review of the nature of all services and related fees provided by
the independent accountants, shall discuss the scope and nature of the annual
audit process, shall receive and review reports issued by the independent
accountants, and shall provide to the independent accountants full access to the
Audit Committee to report on any and all appropriate matters.

         The Audit Committee shall provide guidance and oversight to the
internal audit function of the Corporation, including review of the
organization, plans, activities and results of such activities of the internal
auditing department.

         The Audit Committee shall consider and review with management and the
independent accountants the quality and effectiveness of the internal controls
of the Corporation.

         The Audit Committee shall review with management the interim financial
statements and related filings with the Securities and Exchange Commission and
other agencies, and shall review with management and the independent accountants
the annual financial statements, annual reports and related filings with the SEC
and other agencies. In these reviews, the Audit Committee shall consider the
quality of earnings, adequacy of reserves and accruals, suitability of
accounting principles, highly judgemental issues, audit adjustments whether or
not recorded, and such other inquires as may be appropriate.

         The Audit Committee shall discuss with management the status of
asserted and unasserted litigation and claims, taxation matters, and any other
legal or regulatory matters as may be appropriate.

         The Audit Committee shall review and assess the Corporation's processes
for administering a code of business conduct.

         The Audit Committee shall have the power to conduct or authorize
investigations into any matter within the scope of its responsibilities.

         The Audit Committee shall report its activities to the Board of
Directors with such recommendations deemed appropriate.