Exhibit 5.1 and 23.1
September 15, 2003
Enesco Group, Inc.
225 Windsor Drive
Itasca, IL 60143
Re: Registration Statement on Form S-8
re: Enesco Group, Inc. Retirement Plan
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel of Enesco Group, Inc., an
Illinois corporation (the "Company"). This opinion letter has been prepared in
connection with the Registration Statement on Form S-8 being filed by the
Company with the Securities and Exchange Commission (the "Commission") on or
about September 15, 2003 (the "Registration Statement") for the purpose of
registering with the Commission under the Securities Act of 1933, as amended
(the "1933 Act"), 300,000 shares (the "Shares") of common stock of the Company,
par value $0.125 per share, reserved for issuance as Company "matching"
contributions under the Enesco Group, Inc. Retirement Plan (the "Plan").
In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) the Articles of Incorporation and
the By-laws of the Company, each as currently in effect, (iv) certain
resolutions adopted by the Board of Directors of the Company relating to the
Registration Statement and certain other related matters, and (v) a certificate
of the Secretary of State of Illinois dated September 9, 2003, certifying that
the Company has legal existence and is in good standing in the State of
Illinois; and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of other officers and representatives of the
Company and others regarding, among other things, the compliance with provisions
of the Plan.
I am admitted to the Bar of the State of Illinois and do not purport to
be an expert on any law other than the substantive law of the State of Illinois.
Page Two
Enesco Group, Inc.
September 15, 2003
Based upon and subject to the foregoing, I am of the opinion that: (1)
the Company is duly incorporated and validly existing under the laws of the
State of Illinois; and (2) the Shares have been duly authorized for issuance
and, when the Shares have been issued and delivered in accordance with the terms
of the Plan as contemplated by the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
This opinion is being rendered to you as of today. The opinions
expresses herein assume that there is no change in the facts, circumstances and
law in effect on the date of this opinion, particularly, as they relate to
corporate authority and the Company's good standing under Illinois law. I have
assumed the Company will remain in good standing as an Illinois corporation at
all times when shares of Common Stock are issued in accordance with the terms of
the Plan. I assume no obligation to update or supplement this opinion letter to
reflect any facts or circumstances which may hereafter come to my attention with
respect to the opinions expressed above, including any change in applicable law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
an "expert: under Section 11 of the 1933 Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ M. Frances Durden
M. Frances Durden
Vice President, Secretary and
General Counsel