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EXHIBIT 5.1
November 24, 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").
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 officers 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
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Home Interiors & Gifts, Inc.
November 24, 1998
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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 originals, the conformity to original documents of
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.
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 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
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November 24, 1998
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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.
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
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