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FOLEY, HOAG & ELIOT LLP Exhibit 5.1
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE 617-832-1000 1615 L STREET, N.W., SUITE 850
FACSIMILE 617-832-7000 WASHINGTON, D.C. 20036
http://www.fhe.com TEL: 202-775-0600
FAX: 202-857-0140
May 28, 1998
DM Management Company
25 Recreation Park Drive
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 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.
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DM Management Company
May 28, 1998
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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 LLP
By /s/ David R. Pierson
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A Partner