EXHIBIT 5.1
June 23, 1998
French Fragrances, Inc.
14100 N.W. 60th Avenue
Miami Lakes, FL 33014
Gentlemen:
We have acted as counsel to French Fragrances, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-4 to be filed on or about the
date hereof (the "Registration Statement"). The Registration Statement
relates to an exchange offer pursuant to which the Company is offering to
exchange $1,000 in principal amount of its 10 3/8% Senior Notes due 2007,
Series D (the "Exchange Notes"), which Exchange Notes are the subject of the
Registration Statement, for each $1,000 in principal amount of its 10 3/8%
Senior Notes due 2007, Series C (the "Initial Notes"). You have advised us
that $40,000,000 aggregate principal amount of the Initial Notes are currently
outstanding. The Initial Notes were, and the Exchange Notes will be, issued
pursuant to an Indenture dated as of April 27, 1998 (the "Indenture") by and
between the Company and Marine Midland Bank, as trustee (the "Trustee").
In connection therewith, we have examined the Amended and Restated
Articles of Incorporation, as amended, and the Bylaws of the Company; the
minutes of the proceedings of the Company's Board of Directors with respect to
the Registration Statement and the issuance of the Exchange Notes as
contemplated in the Registration Statement; the Indenture and such other
corporate documents and records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purposes of
this opinion.
In our examination and for all purposes of this opinion, we have assumed
(a) the genuineness of all signatures, (b) the legal capacity of all natural
persons, (c) the authenticity of all documents submitted to us as originals,
(d) the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of originals of such
latter documents, (e) the due authorization, execution and delivery of the
Indenture by the Trustee, (f) that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the requisite power and authority to execute, deliver
and perform the Indenture, (g) that the Indenture constitutes the legal, valid
and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms, (h) that each certificate of a governmental
authority relied upon for purposes of this opinion and all official public
records (including their proper indexing and filing) are accurate and
complete, (i) that routine procedural matters such as service of process or
qualification to do business in the relevant jurisdictions will be satisfied
by the parties seeking to enforce the Indenture or the Exchange Notes, and (j)
the constitutionality and validity of all relevant laws, regulations and
French Fragrances, Inc.
June 23, 1998
Page 2
agency actions unless a reported case has otherwise held or widespread concern
has been expressed by commentators as reflected in materials which lawyers
routinely consult.
We have made such examinations of the Federal law of the United States,
the law of the State of Florida, and the law of the State of New York as we
have deemed relevant for purposes of this opinion, and have not made any
independent review of the law of any other state or other jurisdiction. The
opinions expressed herein are limited solely to the Federal law of the United
States, the law of the State of Florida, and the law of the State of New York.
Based upon and subject to the foregoing and the other qualifications,
limitations and assumptions contained herein, we are of the opinion that the
Exchange Notes have been validly authorized and when executed and
authenticated pursuant to the Indenture and when issued and delivered as
contemplated by the Registration Statement, the Exchange Notes will be the
valid and binding obligations of the Company enforceable in accordance with
their terms.
The foregoing opinions are subject to the following qualifications:
(A) Our opinion concerning the validity, binding effect and
enforceability of the Exchange Notes means that (i) a contract has been formed
under applicable law, (ii) a remedy will be available with respect to each
agreement of the Company in the Indenture and the Exchange Notes, or such
agreements will otherwise be given effect, and (iii) subject to the last
sentence of this paragraph and the other qualifications set forth hereinafter,
any remedy expressly provided for in the Indenture and the Exchange Notes will
be given effect as stated. The validity, binding effect and enforceability of
the Exchange Notes may be limited or otherwise affected by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance (including the
Uniform Fraudulent Transfers Act as adopted in Florida and New York) or other
similar statutes, rules, regulations or other laws affecting the enforcement
of creditors' rights and remedies generally, and (ii) the unavailability of,
or limitation on the availability of, a particular right or remedy (whether in
a proceeding in equity or at law) because of an equitable principle or a
requirement as to commercial reasonableness, conscionability or good faith.
(B) We express no opinion as to:
(i) the validity, binding effect or enforceability of any purported
waiver under the Indenture or the Exchange Notes, or any purported
consent thereunder, relating to the rights of the Company or duties owing
to the Company, existing as a matter of law except to the extent the
Company may so waive or consent and has effectively so waived and
consented (whether in the Indenture, the Exchange Notes or otherwise); or
(ii) the validity, binding effect or enforceability of any
provisions in the Indenture or the Exchange Notes (a) restricting access
to legal or equitable redress, (b) purporting to waive or affect any
rights to notice or the obligations of good faith, fair dealing,
diligence and reasonableness, (c) allowing any party to declare
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June 23, 1998
Page 3
indebtedness to be due and payable without notice, (d) providing that the
Trustee's or any other party's failure to exercise any right, remedy or
option under the Indenture or the Exchange Notes shall not operate as a
waiver or that a selection of a remedy will not limit the availability of
another remedy, (e) which, under Florida or New York law, could be deemed
to be unconscionable, to be evidence of bad faith or to be violative of
public policy, (f) providing that forum selection clauses are binding on
the court or courts in the forum selected, (g) releasing, exculpating or
exempting a party from, or requiring indemnification of a party for,
liability for its own actions or inactions, to the extent the action or
inaction involves gross negligence, recklessness, willful misconduct or
unlawful conduct, (h) limiting judicial discretion regarding the
determination of damages and entitlement to attorneys' fees and other
costs, or (i) which deny a party who has materially failed to render or
offer performance required by the Indenture or the Exchange Notes the
opportunity to cure that failure unless permitting a cure would
unreasonably hinder the nondefaulting party from making substitute
arrangements for performance or it was important in the circumstances to
the nondefaulting party that performance occur by the date stated in the
Indenture or the Exchange Notes.
This opinion is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein. We have
assumed no obligation to update or supplement our opinions to reflect any
facts or circumstances which may come to our attention or any changes in law
which may occur.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us contained therein under the
caption "Legal Matters."
Very truly yours,
/s/ STEEL HECTOR & DAVIS LLP
STEEL HECTOR & DAVIS LLP
TRM/TRW/MFE
MIA9801/33746-2