EXHIBIT 5.1
Kirkland & Ellis
200 East Randolph Street
Chicago, IL 60601
February 11, 1999
Argosy Education Group, Inc.
Two First National Plaza
20 South Clark Street, 3/rd/ Floor
Chicago, IL 60603
Re: Argosy Education Group, Inc.
Registration Statement on Form S-1
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Ladies and Gentlemen:
We are acting as special counsel to Argosy Education Group, Inc., an
Illinois corporation (the "Company"), in connection with the proposed
registration by the Company of 2,300,000 shares of its Class A Common Stock, par
value $.01 per share (the "Common Stock"), including 300,000 shares of its
Common Stock to cover over-allotments, if any, pursuant to a Registration
Statement on Form S-1, originally filed with the Securities and Exchange
Commission (the "Commission") on September 11, 1998 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"). All
shares of Common Stock to be registered pursuant to the Registration Statement
are being offered by the Company (the "Shares").
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 legal capacity of
all natural persons, 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 Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company 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 internal laws of the
State of Illinois, the General Corporation law of the State of Delaware and the
federal law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Illinois.
(2) The Shares have been duly authorized, and, when the Registration
Statement becomes effective under the Act, the Board of Directors of the Company
has taken all necessary action to approve the issuance and sale of the Shares,
the Shares have been issued in accordance with the terms of the Underwriting
Agreement, upon receipt of the consideration contemplated thereby, and
certificates representing the Shares have been duly executed and delivered on
behalf of the Company and duly registered by the Company's Registrar, the Shares
will be validly issued, fully paid and nonassessable.
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 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 and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
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
statutes be changed by legislative action, judicial decision or otherwise.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
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