1
EXHIBIT 5.1
FOLEY, HOAG & ELIOT
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170 IN WASHINGTON, D.C.
TELEPHONE: (617) 832-1000 1615 L STREET, N.W.
CABLE ADDRESS "FOLEYHOAG" SUITE 850
FACSIMILE (617) 832-7000 WASHINGTON, D.C. 20036
TELEX 940693 TELEPHONE (202) 775-0600
May 16, 1996
DM Management Company
25 Recreation Park Drive, Suite 200
Hingham, Massachusetts 02043
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by DM Management Company, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 400,000 shares (the "Shares") of its
Common Stock, $0.01 par value per share ("Common Stock"), issuable pursuant to
the Company's 1993 Incentive and Nonqualified Stock Option Plan, as amended (the
"1993 Stock Option Plan").
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) the Restated Certificate of Incorporation and Amended and Restated
By-Laws of the Company, each as amended as of the date hereof;
(2) the records of all meetings and consents of the Board of Directors
and stockholders of the Company relating to the 1993 Stock Option Plan and
the Shares; and
(3) the 1993 Stock Option Plan.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinion expressed below.
2
DM Management Company
May 16, 1996
Page 2
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price for the
Shares as described in the options relating thereto and the 1993 Stock Option
Plan, the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT
By /s/ David R. Pierson
--------------------
A Partner