Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
Claire's Stores, Inc.
3 S.W. 129th Avenue
Pembroke Pines, Florida 33027
Re: Claire's Stores, Inc., Registration Statement on Form S-4
(Reg. No. 333-148108)
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Ladies and Gentlemen:
We have acted as counsel to Claire's Stores, Inc., a Florida corporation
(the "Company"), the guarantors listed on Schedule I hereto (the "Covered
Guarantors") and another guarantor, Claire's Boutiques, Inc., a Colorado
corporation ("Claire's Boutiques" and together with the Covered Guarantors, the
"Guarantors") in connection with the filing of the referenced Registration
Statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), with the Securities and Exchange Commission (the
"SEC"). The Registration Statement relates to (i) the proposed offer by the
Company to exchange (the "Exchange Offer") up to $250,000,000 aggregate
principal amount of the Company's 9.25% Senior Notes due 2015 (the "Old Senior
Fixed Rate Notes"), $350,000,000 aggregate principal amount of the Company's
9.625%/10.375% Senior Toggle Notes due 2015 (the "Old Senior Toggle Notes") and
$335,000,000 aggregate principal amount of the Company's 10.50% Senior
Subordinated Notes due 2017 (the "Old Senior Subordinated Notes," and together
with the Old Senior Fixed Rate Notes and the Old Senior Toggle Notes, the "Old
Notes"), for a like principal amount of $250,000,000 aggregate principal amount
of the Company's 9.25% Senior Notes due 2015 (the "Exchange Senior Fixed Rate
Notes"), $350,000,000 aggregate principal amount of the Company's 9.625%/10.375%
Senior Toggle Notes due 2015 (the "Exchange Senior Toggle Notes") and
$335,000,000 aggregate principal amount of the Company's 10.50% Senior
Subordinated Notes due 2017 (the "Exchange Senior Subordinated Notes," and
together with the Exchange Senior Fixed Rate Notes and the Exchange Senior
Toggle Notes, the "Exchange Notes") which will be registered under the Act and
(ii) the guarantees (the "Guarantees") of the Guarantors to be issued with
respect to the Exchange Notes pursuant to the Indentures referred to below.
The Old Senior Fixed Rate Notes have been, and the Exchange Senior Fixed
Rate Notes will be, issued pursuant to an Indenture, dated as of May 29, 2007,
between Bauble Acquisition Sub, Inc., a Florida corporation (the "Original
Issuer") and The Bank of New York, N.A., as trustee (the "Trustee") and
supplemented by a supplemental indenture thereto dated May 29, 2007, among the
Company, the Guarantors and the Trustee (the "Senior Indenture"). The Old Senior
Toggle Notes have been, and the Exchange Senior Toggle Notes will be, issued
pursuant to an Indenture, dated as of May 29, 2007 between the Original Issuer
and the Trustee and supplemented by a supplemental indenture thereto dated May
29, 2007, between the Company, the Guarantors and the Trustee (the "Senior
Toggle Indenture"). The Old Senior Subordinated Notes have been, and the
Exchange Senior Subordinated Notes will be, issued pursuant to an Indenture,
dated as of May 29, 2007 between the Original Issuer and the Trustee and
supplemented by a supplemental indenture thereto dated May 29, 2007, between the
Company, the Guarantors and the Trustee (the "Senior Subordinated Indenture"
and, together with
Claire's Stores, Inc.
January 18, 2008
Page 2
the Senior Indenture and the Senior Toggle Indenture, the "Indentures"). The
terms of the Guarantees are contained in the Indentures. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Indentures.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Indentures, which
has been filed as exhibits to the Registration Statement, the Registration
Statement and the prospectus included therein (the "Prospectus"), the
resolutions of the Board of Directors of the Company and the Covered Guarantors
and such other documents and records as we have deemed necessary. As to
questions of fact material to this opinion, we have relied upon certificates or
comparable documents of public officials and of officers and representatives of
the Company and the Guarantors.
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of the documents submitted to us as
originals, the conformity with the originals of all documents submitted to us as
certified, facsimile or photostatic copies and the authenticity of the originals
of all documents submitted to us as copies.
We have also assumed for the purposes of our opinion that each of the
Indentures has been duly authorized, executed and delivered by Claire's
Boutiques, that as a matter of Colorado law, each of the Indentures is a legal,
valid and binding obligation of Claire's Boutiques, and that Claire's Boutiques
has the requisite organizational and legal power and authority to perform its
obligations under each of the Indentures.
We have also assumed for purposes of our opinion that each of the
Indentures has been duly authorized, executed and delivered by the Trustee, that
each of the Indentures is a legal, valid and binding obligation of the Trustee,
and that the Trustee has the requisite organizational and legal power and
authority to perform its obligations under each of the Indentures.
Based upon the foregoing, we are of the opinion that:
1. When the Exchange Notes have been duly executed, authenticated, issued
and delivered against receipt of the Old Notes in accordance with the provisions
of the Indentures upon the completion of the Exchange Offer, the Exchange Notes
will constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms.
2. When the Exchange Notes have been duly executed, authenticated, issued
and delivered against receipt of the Old Notes in accordance with the provisions
of the Indentures upon the completion of the Exchange Offer, such Exchange Notes
shall be entitled to the benefits of the Guarantees, which will constitute
legal, valid and binding obligations of the Guarantors enforceable against the
Guarantors in accordance with their terms.
The opinions expressed above are subject to the following limitations and
qualifications:
1. The opinions expressed herein are subject to bankruptcy, insolvency,
fraudulent transfer and other similar laws affecting the rights and remedies of
creditors generally and general principles of equity.
Claire's Stores, Inc.
January 18, 2008
Page 3
2. Under applicable law, guarantors may be entitled to certain rights or
protections which as a matter of statutory or common law may not be waived or
altered. We express no opinion herein as to the enforceability of any provision
of the Guarantees which purport to waive or alter such rights or protections,
except to the extent permitted by law.
3. The opinions expressed herein are limited to the laws of the State of
Florida, the State of New York and the Delaware General Corporation Law, and we
express no opinion with respect to the laws of any other state or jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus. In giving such consent, we do not hereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
SCHEDULE I
Covered Guarantors
1. Afterthoughts Merchandising Corp., a Delaware corporation
2. BMS Distributing Corp., a Delaware corporation
3. CBI Distributing Corp., a Delaware corporation
4. Claire's Canada Corp., a Delaware corporation
5. Claire's Puerto Rico Corp., a Delaware corporation
6. Sassy Doo!, Inc., a Delaware corporation