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EXHIBIT 5.1
October 20, 1998
Home Interiors & Gifts, Inc.
Dallas Woodcraft, Inc.
GIA, Inc.
Homco, Inc.
Homco Puerto Rico, Inc.
Spring Valley Scents, Inc.
4550 Spring Valley Road
Dallas, Texas 75244-3705
Ladies and Gentlemen:
We have acted as counsel to Home Interiors & Gifts, Inc., a
Texas corporation (the "Company"), in connection with the preparation and
filing by the Company and by Dallas Woodcraft, Inc., a Texas corporation, GIA,
Inc., a Nebraska corporation ("GIA"), Homco, Inc., a Texas corporation, Homco
Puerto Rico, Inc., a Delaware corporation and Spring Valley Scents, Inc., a
Texas corporation (collectively, the "Subsidiary Guarantors"), of a
Registration Statement on Form S-4 (Registration No. 333-62021) (the
"Registration Statement"), filed with the Securities and Exchange Commission on
August 21, 1998 under the Securities Act of 1933, as amended, relating to
$200,000,000 aggregate principal amount of 10 1/8% Senior Subordinated Notes
due 2008 (the "New Notes") of the Company and the related guarantees thereof by
the Subsidiary Guarantors (the "Guarantees"). The Company and the Subsidiary
Guarantors propose to offer (the "Exchange Offer"), upon the terms set forth in
the Prospectus contained in the Registration Statement, to exchange $1,000
principal amount of New Notes and the related Guarantees for each $1,000
principal amount of issued and outstanding 10 1/8% Senior Subordinated Notes
due 2008 of the Company (the "Old Notes") and the related guarantees thereof by
the Subsidiary Guarantors. The New Notes and the related Guarantees will be
issued under the Indenture, dated June 4, 1998, by and among the Company, the
Subsidiary Guarantors and United States Trust Company of New York (the
"Trustee") (as amended or supplemented to the date hereof, the "Indenture").
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Home Interiors & Gifts, Inc.
October 20, 1998
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In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Indenture, the form of New
Notes set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company and the
Subsidiary Guarantors (such companies herein referred to collectively as the
"Home Interiors Companies"), and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Home Interiors Companies. We have also
assumed (i) the due incorporation or formation and valid existence of the Home
Interiors Companies, (ii) that GIA has the requisite corporate power and
authority to enter into and perform the Indenture, (iii) the due authorization,
execution and delivery of the Indenture by GIA and (iv) that the issuance of
its Guarantee upon consummation of the Exchange Offer has been duly authorized
by GIA.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. Assuming that the Indenture has been duly authorized,
executed and delivered by the Trustee, when (i) the New Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the New Notes issuable upon consummation of the Exchange Offer have been
duly delivered against receipt of Old Notes surrendered in exchange therefor,
the New Notes issuable upon consummation of the Exchange Offer will constitute
the legal, valid and binding obligations of the Company, enforceable against it
in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity).
2. Assuming that the Indenture has been duly authorized,
executed and delivered by the Trustee, when (i) the New Notes issuable upon
consummation of the Exchange Offer have been duly executed by the Company and
authenticated by the Trustee in accordance with the terms of the Indenture and
(ii) the New Notes issuable upon consummation of the
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Home Interiors & Gifts, Inc.
October 20, 1998
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Exchange Offer have been duly delivered against receipt of Old Notes
surrendered in exchange therefor, the Guarantees issuable upon consummation of
the Exchange Offer will constitute the legal, valid and binding obligations of
the Subsidiary Guarantors, enforceable against them in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the State of
Texas and the federal laws of the United States, and we express no opinion as
to the effect on the matters covered by this letter of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those opinions
may not be used or relied upon by any other person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP