EXHIBIT 5.1
101 Park Avenue MORGAN, LEWIS
New York, NY 10178-0060 & Bockius LLP
212-309-6000 Counselors at Law
Fax: 212-309-6273
July 26, 1996
Duty Free International, Inc.
63 Copps Hill Road
Ridgefield, Connecticut 06877
Re: Registration Statement on Form S-4
----------------------------------
Gentlemen:
We have acted as counsel to Duty Free International, Inc., a
Maryland corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-4, including the exhibits thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"), for the registration by the Company of 5,000,000 shares
(the "Shares") of Common Stock, par value $.01 per share, which may be
issued from time to time in connection with the acquisition by the
Company of other businesses, and which may be reserved for issuance
pursuant to, or offered and issued upon exercise or conversion of,
warrants, options, convertible notes or other similar instruments
("Other Securities") issued by the Company from time to time in
connection with any such acquisition. The number of Shares being
registered includes 840,000 shares of the Company's Common Stock being
carried forward from its prior Registration Statement on Form S-4 (File
No. 33-76330) pursuant to Rule 429 under the Act.
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
Registration Statement and such other documents and records as we have
deemed necessary. We have assumed that (i) the Registration Statement,
and any amendments thereto, will have become effective; and (ii) all
Shares will be issued in compliance with applicable federal and state
securities laws.
With respect to the issuance of any Shares, we have assumed that
the issuance of such Shares will have been duly authorized and, if
applicable, such Shares will have been reserved for issuance upon the
exercise or conversion of Other Securities; and we have further assumed
that the Shares will have been issued, and the certificates evidencing
the same will have been duly executed and delivered, against receipt of
the consideration approved by the Company which will be no less than the
par value thereof.
Based upon the foregoing, we are of the opinion that, upon
issuance, any Shares will be duly authorized and validly issued, fully
paid and non-assessable.
The foregoing opinion is limited to the laws of the States of
Maryland.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"Validity of Securities." In giving this consent, we do not admit that
we are acting within the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP