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. 19 96K
2: EX-5.1 Opinion of Fulbright & Jaworski L.L.P. 2 9K
3: EX-23.2 Consent of Deloitte & Touche LLP 1 5K
4: EX-23.3 Consent of Arthur Andersen LLP 1 5K
5: EX-23.4 Consent of Ernst & Young LLP 1 5K
EX-5.1 — Opinion of Fulbright & Jaworski L.L.P.
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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
June 11, 1999
The Men's Wearhouse, Inc.
5803 Glenmont Drive
Houston, Texas 77081
Gentlemen:
We have acted as counsel for The Men's Wearhouse, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of 62,134 shares (the "Shares") of the Company's common
stock, $.01 par value (the "Common Stock"), to be offered by the holders of
options to purchase the Shares (the "Selling Shareholders") upon the terms and
subject to the conditions set forth in certain substitute stock option
agreements (the "Stock Option Agreements") entered into by the Company and the
Selling Shareholders pursuant to the terms of an Agreement and Plan of Merger
dated March 3, 1999, by and between the Company, TMW Combination Company and K&G
Men's Center, Inc.
In connection therewith, we have examined the Company's Registration
Statement on Form S-3 covering the Shares (the "Registration Statement") filed
with the Securities and Exchange Commission, originals or copies certified or
otherwise identified to our satisfaction of the Restated Articles of
Incorporation of the Company, the amended By-laws of the Company, the corporate
proceedings with respect to the offering of the Shares 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 on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the 62,134 shares of
Common Stock proposed to be offered by the Selling Shareholders have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the Stock Option Agreements, 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.
Fulbright & Jaworski L.L.P.
Dates Referenced Herein and Documents Incorporated by Reference
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