G-Estate Liquidation Stores (GMAN) Inactive
Filed: 5 Jun 15, 12:00am
Exhibit 5.1
300 North LaSalle Chicago, Illinois 60654
(312) 862-2000
| Facsimile: (312) 862-2200 | |||
| www.kirkland.com |
June 5, 2015
Gordmans Stores, Inc.
1926 South 67th Street
Omaha, Nebraska 68106
| Re: | Registration Statement on FormS-8 |
Ladies and Gentlemen:
We are providing this letter in our capacity as special counsel to Gordmans Stores, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on FormS-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 2,000,000 shares of common stock of the Company, par value $0.001 per share (the “Plan Shares”), pursuant to the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan, as amended (the “2010 Plan”).
For purposes of this letter, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon and subject to the assumptions and limitations stated in this letter, we advise you that that the Plan Shares are duly authorized and, when (i) the Registration Statement related to the Plan Shares becomes effective under the Act and (ii) the Plan Shares have been duly issued pursuant to and in accordance with the terms and conditions of the 2010 Plan and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Plan Shares will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.
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Gordmans Stores, Inc.
June 5, 2015
Page 2
We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in its Amended and Restated Certificate of Incorporation exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances in connection with 2010 Plan by at least the number of Plan Shares which may be issued in connection with the 2010 Plan and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the Plan Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such Plan Shares. All of our opinions assume that the Registration Statement related to the Plan Shares will become effective under the Act before any Plan Shares covered by such Registration Statement are sold. We have also made other assumptions which we believe to be appropriate for purposes of this letter.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Plan Shares. All of our opinions assume that the Registration Statement related to the Plan Shares will become effective under the Act before any Plan Shares covered by such Registration Statement are sold. We have also made other assumptions which we believe to be appropriate for purposes of this letter.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Delaware be changed by legislative action, judicial decision or otherwise.
Gordmans Stores, Inc.
June 5, 2015
Page 3
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
Sincerely, |
/s/ Kirkland & Ellis LLP |
KIRKLAND & ELLIS LLP |