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EXHIBIT 5.1
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
ATTORNEYS AT LAW
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100 CHARLES RIVER PLAZA
BOSTON, MASSACHUSETTS 02114-2723
TEL 617-973-6100
FAX 617-367-2315
E-MAIL pbl@pbl.com
January 12, 2000
The Holmes Group, Inc.
233 Fortune Boulevard
Milford, Massachusetts 01757
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), by The Holmes Group,
Inc., a Massachusetts corporation (the "Company"), relating to an aggregate of
4,610,978 shares (the "Shares") of the Company's common stock, $.001 par value
per share (the "Common Stock"), issuable under the Company's Employee Stock
Purchase Plan and upon the exercise of options granted under the Company's
Amended and Restated 1997 Stock Option Plan, as amended (together with the
Employee Stock Purchase Plan, the "Plans").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. For purposes of this opinion, we have
examined the Company's Articles of Organization and By-laws, in each case as
amended to date; such records of the corporate proceedings of the Company as we
have deemed material; the Registration Statement and all exhibits thereto; and
such other documents as we have deemed necessary to enable us to render this
opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and The Commonwealth of
Massachusetts.
In rendering the opinion expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act and
with applicable requirements of state law regulating the sale of securities will
be duly taken.
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POSTERNAK, BLANKSTEIN & LUND, L.L.P.
Holmes Products Corp.
January 12, 2000
Page 2
Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been duly authorized for issuance by all necessary corporate action
and, when issued and delivered against payment of the consideration therefor as
set forth in the Plans, will be validly issued, fully paid and nonassessable.
This opinion is rendered solely for your benefit, and may not be relied
upon by any other party without our prior written consent. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the reference to our name in the Registration Statement.
Very truly yours,
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
By: /s/ Michael L. Andresino
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A Partner Thereof