EXHIBIT 5.1 and 23.1
Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone (616) 752-2000
Fax (616) 752-2500JEFFREY A. OTT
(616) 752-2170 jott@wnj.com | |
August 9, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | Wolverine World Wide, Inc. Registration Statement on Form S-8 Wolverine World Wide, Inc. Amended and Restated Directors' Stock Option Plan (the "Plan") |
Dear Sir or Madam:
We represent Wolverine World Wide, Inc., a Delaware corporation (the "Company"), with respect to the Registration Statement on Form S-8 with respect to the Amended and Restated Directors' Stock Option Plan (the "Registration Statement") filed under the Securities Act of 1933 (the "Act") to register 400,000 additional shares of Common Stock.
As counsel for the Company, we are familiar with its Certificate of Incorporation and Bylaws and have reviewed the proceedings that the Company took to authorize the issuance of the Common Stock to be issued pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of those copies.
On the basis of the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, all shares of Common Stock that are the subject of the Registration Statement will, when issued and paid for pursuant to the terms of the Plan, be legally issued, fully paid and nonassessable.
Securities and Exchange Commission
August 9, 2002
Page 2
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We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the Amended and Restated Directors' Stock Option Plan.
| Very truly yours,
WARNER NORCROSS & JUDD LLP |
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| By: | /s/ Jeffrey A. Ott
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| | Jeffrey A. Ott A Partner |