Exhibit 5.1
[LETTERHEAD of 'Cleary, Gottlieb, Steen & Hamilton]
Writer's Direct Dial: (212) 225-2410
E-Mail: bsusko@cgsh.com
February 8, 2002
Heidrick & Struggles International, Inc.
233 South Wacker Drive, Suite 4200
Chicago, Illinois 60606-6303
Re: Heidrick & Struggles International, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Heidrick & Struggles International,
Inc., a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-8 (the "Registration Statement") to be filed
today with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Act"), for the registration of
750,000 shares of Common Stock, par value $.01 per share (the "Shares"), to be
issued under the Heidrick & Struggles International, Inc. Deferred Compensation
Plan and the Heidrick & Struggles International, Inc. Deferred Compensation Plan
for UK Employees (the "Plans"), and the $15,000,000 in deferred compensation
obligations (the "Obligations") of the Company issuable under the Plans.
We have participated in the preparation of the Registration Statement
and have reviewed the originals or copies certified or otherwise identified to
our satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
Heidrick & Struggles International, Inc., p. 2
In rendering the opinions expressed below, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1. The Shares have been duly authorized by all necessary corporate action
of the Company and, when issued in accordance with the terms of the Plans, at
prices in excess of the par value thereof, will be validly issued, fully paid
and nonassessable.
2. Upon the issuance of the Obligations in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plans, such
Obligations will be legally valid and binding obligations of the Company.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors; (ii) the effect of
general principles of equity, including without limitations concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law; and (iii)
the effect of the laws of usury or other laws or equitable principles relating
to or limiting the interest rate payable on indebtedness.
The foregoing opinions are limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are "experts" within the meaning of the Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ A. Richard Susko
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A. Richard Susko, a Partner