|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/25/07 J Crew Group Inc S-1MEF 1/25/07 3:45K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1MEF Registration of Additional Securities HTML 36K
2: EX-5.1 Legal Opinion of Cleary Gottlieb Steen & Hamilton HTML 13K
LLP
3: EX-23.1 Consent of Kpmg LLP, Independent Auditors HTML 8K
| Legal Opinion of Cleary Gottlieb Steen & Hamilton LLP |
Exhibit 5.1
[CLEARY GOTTLIEB STEEN & HAMILTON LLP LETTERHEAD]
Writer’s Direct Dial: (212) 225-2864
E-Mail: jkarpf@cgsh.com
J. Crew Group, Inc.
770 Broadway
Ladies and Gentlemen:
We have acted as counsel to J. Crew Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-1 (the “Rule 462(b) Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the sale by the Selling Stockholders (as defined below) of shares of the Company’s Common Stock, par value $.01 per share (the “Securities”).
In arriving at the opinion expressed below, we have reviewed the following documents:
| (a) | the Rule 462(b) Registration Statement; |
| (b) | the related registration statement on Form S-1 (No. 333-139890) (the “Registration Statement”); |
| (c) | the Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Registration Statement; and |
| (d) | the form of underwriting agreement by and among the Company, the Selling Stockholders named therein (the “Selling Stockholders”), Goldman, Sachs & Co. and Bear, Stearns & Co. Inc., as representatives of the underwriters named therein, included as Exhibit 1.1 to the Registration Statement. |
J. Crew Group, Inc., p. 2
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.
Based on the foregoing and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities have been duly authorized by all necessary corporate action of the Company, have been validly issued by the Company and are fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such Law.
We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the reference to this firm under the heading “Validity of Common Stock” in the preliminary prospectus forming part of the Registration Statement and incorporated by reference into the Rule 462(b) Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | ||
| CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
| By | /s/ Jeffrey D. Karpf | |
| Jeffrey D. Karpf, a Partner | ||
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/25/07 | 4, 8-K | ||
| List all Filings | ||||