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EXHIBIT 5.1
[Letterhead of Winstead Sechrest & Minick P.C. appears here]
(214)745-5255
December 12, 1997
Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011
Gentlemen:
Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), is today transmitting for filing with the Securities and Exchange
Commission (the "Commission") a Form S-8 Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the registration of 622,500 additional shares (the
"Shares") of common stock, $1.00 par value per share (the "Common Stock"), of
the Company which may be issued pursuant to the Tandy Brands Accessories, Inc.
1997 Stock Option Plan, the Tandy Brands Accessories, Inc. Nonqualified Formula
Stock Option Plan for Non-Employee Directors and the Tandy Brands Accessories,
Inc. Stock Purchase Program (as Amended and Restated effective October 18,
1991) (collectively, the "Plans").
In rendering the opinion expressed herein, we have examined the
following:
(i) the Plans;
(ii) the Certificate of Incorporation of the Company and
all amendments thereto;
(iii) the Bylaws of the Company, as amended;
(iv) minutes of meetings or unanimous consents in lieu of
meetings of the Company's board of directors and
stockholders; and
(v) such other corporate records and documents,
certificates of corporate and public officials and
statutes as we have deemed necessary for the purposes
of this opinion.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity
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Tandy Brands Accessories, Inc.
December 12, 1997
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to original documents of all documents submitted to us as conformed, certified
or photostatic copies thereof, and the authenticity of the originals of such
photostatic, certified or conformed copies. We have assumed compliance both in
the past and in the future with the terms of the Plans by the Company and its
employees, officers, Board of Directors and any committee and/or trustee
appointed to administer the Plans.
Based upon the foregoing and in reliance thereon, we are of the
opinion that the Shares, when distributed pursuant to and in accordance with
the terms of the respective Plan, will be validly issued, fully paid and
nonassessable shares of Common Stock.
This firm consents to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
admit that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ DARREL A. RICE
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Darrel A. Rice