Exhibit 5.1
Saks Incorporated
750 Lakeshore Parkway
Birmingham, Alabama 35211
December 13, 2001
Saks Incorporated
and its Subsidiary Guarantors
750 Lakeshore Parkway
Birmingham, Alabama 35211
Registration Statement on Form S-4
of Saks Incorporated and Affiliated Registrants
(the "Registration Statement")
Ladies and Gentlemen:
I refer to the Registration Statement, to be filed with the Securities and
Exchange Commission on or about December 13, 2001, relating to the proposed
issuance of $141,557,000 of 9 7/8% Notes due 2011 (the "Notes") of Saks
Incorporated (the "Company"). The Notes are unconditionally guaranteed (the
"Note Guarantees") by the subsidiary corporations, partnerships, and limited
liability companies (the "Guarantors" and together with the Company the "Saks
Entities") listed on the cover page of the Registration Statement. The Notes and
the Note Guarantees (together the "Securities") are proposed to be issued under
an Indenture dated as of October 4, 2001 (the "Indenture") among the Saks
Entities and Bank One Trust Company, National Association, as Trustee (the
"Trustee").
I examined the articles or certificate of incorporation, bylaws,
partnership agreement, operating agreement, or other applicable organization
documents of each of the Saks Entities, the Registration Statement, the forms of
Note, Note Guarantee, and Indenture, and all matters of fact and law as I
determined were necessary for purposes of this opinion letter. I am familiar
with the corporate proceedings relating to the Registration Statement and the
proposed issuance of the Securities.
Based on the foregoing, it is my opinion that:
1. Assuming due authorization, execution, and delivery of the Indenture
by the Trustee and due qualification of the Indenture under the Trust Indenture
Act of 1939, as amended, the Indenture will be a valid and binding agreement of
the Company enforceable against the Company in accordance with its terms except
to the extent that (a) enforceability may be limited by applicable bankruptcy,
insolvency, liquidation, reorganization, moratorium, and other laws relating to
or affecting the rights
Saks Incorporated
And its Subsidiary Guarantors
December 13, 2001
Page 2
and remedies of creditors generally, and (b) the remedy of specific performance
and other forms of equitable relief may be subject to defenses and to the
discretion of the court before which a proceeding may be brought.
2. Upon due execution of the Notes by the Company and due
authentication of the Notes by the Trustee in accordance with the Indenture, the
Notes will be validly issued and will constitute legally binding obligations of
the Company entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms except to the extent that (a)
enforceability may be limited by applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium, and other laws relating to or affecting the rights
and remedies of creditors generally, and (b) the remedy of specific performance
and other forms of equitable relief may be subject to defenses and to the
discretion of the court before which proceedings may be brought (regardless of
whether enforceability is considered in a proceeding in equity or at law).
I consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ Charles J. Hansen
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Charles J. Hansen
Senior Vice President and
Deputy General Counsel