Mens Wearhouse Inc – ‘S-3’ on 12/16/03 – EX-5.1

On:  Tuesday, 12/16/03, at 4:39pm ET   ·   Accession #:  950129-3-6196   ·   File #:  333-111227

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         The Men's Wearhouse, Inc.                             68    358K 
 2: EX-5.1      Opinion of Fulbright & Jaworski L.L.P.                 2     10K 
 3: EX-12.1     Computation of Ratio of Earnings to Fixed Charges      1      6K 
 4: EX-23.1     Consent of Deloitte & Touche LLP                       1      6K 

EX-5.1   —   Opinion of Fulbright & Jaworski L.L.P.

EX-5.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 5.1

Fulbright & Jaworski L.L.P..
A Registered Limited Liability Partnership
 1301 McKinney, Suite 5100
 Houston, Texas 77010-3095
 www.fulbright.com

 telephone: (713) 651-5151               facsimile: (713) 651-5246

 December 16, 2003

The Men's Wearhouse, Inc.                                                       
5803 Glenmont Drive                                                             
Houston, Texas 77081                                                            

Ladies and Gentlemen:                                                           

We have acted as counsel to The Men's Wearhouse, Inc., a Texas
corporation (the "Registrant"), in connection with the registration under the   
Securities Act of 1933 of $130,000,000 principal amount of the Registrant's     
3.125% Convertible Senior Notes due 2023 (the "Notes") and 3,031,431 shares of  
the Registrant's common stock, par value $.01 per share, which are issuable upon
conversion of the Notes (the "Shares"), as described in the Registrant's        
Registration Statement on Form S-3 to be filed with the Securities and Exchange 
Commission with respect to the Notes and the Shares (the "Registration          
Statement").                                                                    

       In connection therewith, we have examined the Registration Statement,
originals or copies certified or otherwise identified to our satisfaction of the
Restated Articles of Incorporation of the Registrant, as amended, the amended   
By-laws of the Registrant, the corporate proceedings with respect to the        
offering of the Notes, communications of public officials and such other        
documents and instruments as we have deemed necessary or appropriate for the    
expression of the opinions contained herein. We have assumed the authenticity   
and completeness of all records, certificates and other instruments submitted to
us as originals, the conformity to original documents of all records,           
certificates and other instruments submitted to us as copies, the authenticity  
and completeness of the originals of those records, certificates and other      
instruments submitted to us as copies and the correctness of all statements of  
fact contained in all records, certificates and other instruments that we have  
examined.                                                                       

Based upon the foregoing, and having regard for such legal    
considerations as we deem relevant, we are of the opinion that:                 

  (i) the Notes have been duly authorized and constitute valid and
binding obligations of the Registrant, enforceable against the Registrant in    
accordance with their terms except as such enforceability may be limited by (A) 
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally, (B) general principles of           

-1- 

EX-5.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
equity (regardless of whether enforceability is considered in an action at law  
or suit in equity), including the availability of equitable remedies, (C)       
procedural requirements of law applicable to the exercise of creditors' rights  
generally, and (D) judicial discretion inherent in the forum addressing         
enforceability, and                                                             

         (ii) the Shares, when issued upon conversion of the Notes in accordance
with the terms of the Notes and the Indenture, dated as of October 21, 2003,    
among the Registrant and JPMorgan Chase Bank, as trustee, will be duly and      
validly issued, fully paid and nonassessable.                                   

       The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Texas and the federal   
laws of the United States of America, to the extent applicable. We hereby       
consent to the filing of this opinion as an exhibit to the Registration         
Statement and to the use of our name under the caption "Legal Matters" in the   
Prospectus included as part of the Registration Statement.                      

                             Very truly yours,

                                           /s/ Fulbright & Jaworski L.L.P.

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		12/16/03		1					10-Q,  4
		10/21/03		2					4,  8-K
									List all Filings