Berlitz International Inc – ‘S-8’ on 12/18/98 – EX-5.1

As of:  Friday, 12/18/98   ·   Effective:  12/18/98   ·   Accession #:  1047469-98-44378   ·   File #:  333-69199

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   3      9K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                         Exhibit 5.1

                         December 18, 1998

Berlitz International, Inc.                                                     
400 Alexander Park                                                              
Princeton, NJ 08540                                                             

Ladies and Gentlemen:                                                           

   We are furnishing this opinion at your request in connection with
the registration statement on Form S-8 (the "Registration Statement") under     
the Securities Act of 1933, as amended (the "Act"), being filed today by        
Berlitz International, Inc., a New York corporation (the "Company"), with       
the Securities and Exchange Commission (the "Commission") relating to           
503,225 shares (the "Shares") of common stock, par value $.10 per share, of     
the Company to be offered under the Company's Stock Option Plan (the "Option    
Plan").                                                                         

 In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of (i) the        
Registration Statement,                                                         

EX-5.1
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                                             2

(ii) the Restated Certificate of Incorporation of the Company, (iii) the        
Restated By-laws of the Company, (iv) the Option Plan and (v) all those         
corporate records, agreements and other instruments of the Company, and all     
those other documents, as we have considered necessary in order to form a       
basis for our opinion. As to certain matters of fact, we have relied on         
representations, statements or certificates of officers of the Company and of   
public authorities.                                                             

     In our examination of the above documents, we have assumed, without
independent investigation, the genuineness of all signatures, the               
authenticity of all documents submitted to us as originals, the conformity to   
original documents of all documents submitted to us as certified,               
photostatic, reproduced or conformed copies of valid existing agreements or     
other documents, the authenticity of all of the latter documents and the        
legal capacity of all individuals who have executed any of the documents.       

  Based upon the foregoing, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that, when issued in       
accordance with the terms of the Option Plan, the Shares will be duly           
authorized, validly issued, fully paid and nonassessable.                       

    Our opinion expressed above is limited to the Business Corporation
Law of the State of New York. Our opinion is rendered only with respect to      
the laws and the rules, regulations and orders under them which are currently   
in effect.                                                                      

   We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come    
within the                                                                      

EX-5.1
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                                             3

category of persons whose consent is required by the act or the rules           
promulgated under the Act.                                                      

         Very truly yours,

                                PAUL, WEISS, RIFKIND, WHARTON & GARRISON

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/18/98		1					None on these Dates
									List all Filings