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                                                                     EXHIBIT 5.1



                          [KIRKLAND & ELLIS LETTERHEAD]



                                 March 12, 1999


TransWestern Publishing Company LLC
8344 Clairemont Mesa Boulevard
San Diego, California 92111

               Re:    TransWestern Publishing Company LLC
                      TWP Capital Corp. II
                      Target Directories of Michigan, Inc.
                      Registration Statement on Form S-4
                      Registration No. 333-73099                 

Ladies and Gentlemen:

        We are issuing this opinion letter in our capacity as special legal
counsel to TransWestern Publishing Company LLC, a Delaware limited liability
company, and TWP Capital Corp. II, a Delaware corporation (collectively, the
"Issuers") and Target Directories of Michigan, Inc., a Michigan corporation
("Target"), in connection with the proposed registration by the Issuers of up to
$140,000,000 in aggregate principal amount of the Issuers' Series D 9 5/8%
Senior Subordinated Notes due 2007 (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333-73099) originally filed
with the Securities and Exchange Commission (the "Commission") on March 1, 1999,
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement"). The obligations of the Issuers under the Exchange
Notes will be guaranteed by Target (the "Guarantee"). The Exchange Notes and the
Guarantee are to be issued pursuant to the Indenture (the "Indenture"), dated as
of December 2, 1998, among the Issuers, Target and Wilmington Trust Company, as
Trustee, in exchange for and in replacement of the Issuers' outstanding Series B
9 5/8% Senior Subordinated Notes due 2007, of which $100,000,000 in aggregate
principal amount is outstanding, and the Issuers' outstanding Series C 9 5/8%
Senior Subordinated Notes due 2007, of which $40,000,000 in aggregate principal
amount is outstanding (collectively, the "Old Notes").

        In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate of Incorporation and By-Laws or other
governing documents of the Registrants, (ii) minutes and records of the
corporate proceedings of the Registrants with respect to the issuance of the
Exchange Notes and the Guarantee,


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                                KIRKLAND & ELLIS


   
TransWestern Publishing Company LLC
March 12, 1999
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respectively, (iii) the Registration Statement, and (iv) the Registration Rights
Agreement, dated December 2, 1998, among the Issuers, the Guarantor, First Union
Capital Markets, CIBC Oppenheimer Corp. and BancBoston Robertson Stephens Inc.

        For purposes of this opinion, 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. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Issuers. We
have also assumed Target has the corporate power and authority to enter into and
perform its obligations under the Guarantee and that neither entering into or
performing the Guarantee is in contradiction of the Michigan Business
Corporation Act. As to any facts material to the opinions expressed herein which
we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Registrants and others.

        Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Delaware case law
decided thereunder and the federal laws of the United States of America.

        Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that when (i) the Registration Statement becomes effective, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended and (iii) the Exchange Notes and the Guarantee have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Old Notes, the Exchange
Notes and the Guarantee will be validly issued and binding obligations of the
Registrants.

        We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are


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                                KIRKLAND & ELLIS


   
TransWestern Publishing Company LLC
March 12, 1999
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in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.

        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 States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise after
the date on which the Registration Statement is declared effective by the
Commission.

        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

                                        Kirkland & Ellis