EXHIBIT 5.1
June 6, 1997
French Fragrances, Inc.
14100 N.W. 60th Avenue
Miami Lakes, FL 33014
Gentlemen:
We have acted as counsel to French Fragrances, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-4 to be filed on or about the
date hereof (the "Registration Statement"). The Registration Statement relates
to an exchange offer pursuant to which the Company is offering to exchange
$1,000 in principal amount of its 10 3/8% Senior Notes due 2007, Series B (the
"Exchange Notes"), which Exchange Notes are the subject of the Registration
Statement, for each $1,000 in principal amount of its 10 3/8% Senior Notes due
2007, Series A (the "Initial Notes"). You have advised us that $115,000,000
aggregate principal amount of the Initial Notes are currently outstanding. The
Initial Notes were, and the Exchange Notes will be, issued pursuant to an
Indenture dated as of May 13, 1997 (the "Indenture") by and between the Company
and Marine Midland Bank, as trustee (the "Trustee").
In connection therewith, we have examined the Amended and Restated
Articles of Incorporation, as amended, and the Bylaws of the Company; the
minutes of the proceedings of the Company's Board of Directors with respect to
the Registration Statement and the issuance of the Exchange Notes as
contemplated in the Registration Statement; the Indenture and such other
corporate documents and records, certificates of public officials and questions
of law as we deemed necessary or appropriate for the purposes of this opinion.
In our examination and for all purposes of this opinion, we have
assumed (a) the genuineness of all signatures, (b) the legal capacity of all
natural persons, (c) the authenticity of all documents submitted to us as
originals, (d) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of originals of
such latter documents, (e) the due authorization, execution and delivery of the
Indenture by the Trustee, (f) that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the requisite power and authority to execute, deliver and
perform the Indenture, (g) that the Indenture constitutes the legal, valid and
binding obligation of the Trustee enforceable against the Trustee in accordance
with its terms, (h) that each certificate of a governmental authority relied
upon for purposes of this opinion and all official public records (including
their proper indexing and filing) are accurate and complete, (i) that routine
procedural matters such as service of process or qualification to do business in
the relevant jurisdictions will be satisfied by the parties seeking to enforce
the Indenture or the Exchange Notes, and (j) the constitutionality and validity
of all relevant laws, regulations and agency actions unless a reported case has
otherwise held or widespread concern has been expressed by commentators as
reflected in materials which lawyers routinely consult.
French Fragrances, Inc.
June 6, 1997
Page 2
We have made such examinations of the Federal law of the United States,
the law of the State of Florida, and the law of the State of New York as we have
deemed relevant for purposes of this opinion, and have not made any independent
review of the law of any other state or other jurisdiction. The opinions
expressed herein are limited solely to the Federal law of the United States, the
law of the State of Florida, and the law of the State of New York.
Based upon and subject to the foregoing and the other qualifications,
limitations and assumptions contained herein, we are of the opinion that the
Exchange Notes have been validly authorized and when executed and authenticated
pursuant to the Indenture and when issued and delivered as contemplated by the
Registration Statement, the Exchange Notes will be the valid and binding
obligations of the Company enforceable in accordance with their terms.
The foregoing opinions are subject to the following qualifications:
(A) Our opinion concerning the validity, binding effect and
enforceability of the Exchange Notes means that (i) a contract has been formed
under applicable law, (ii) a remedy will be available with respect to each
agreement of the Company in the Indenture and the Exchange Notes or such
agreements will otherwise be given effect, and (iii) subject to the last
sentence of this paragraph and the other qualifications set forth hereinafter,
any remedy expressly provided for in the Indenture and the Exchange Notes will
be given effect as stated. The validity, binding effect and enforceability of
the Indenture and the Exchange Notes may be limited or otherwise affected by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
(including the Uniform Fraudulent Transfers Act as adopted in Florida and New
York) or other similar statutes, rules, regulations or other laws affecting the
enforcement of creditors' rights and remedies generally, and (ii) the
unavailability of, or limitation on the availability of, a particular right or
remedy (whether in a proceeding in equity or at law) because of an equitable
principle or a requirement as to commercial reasonableness, conscionability or
good faith.
(B) We express no opinion as to:
(i) the validity, binding effect or enforceability of any
purported waiver under the Indenture or the Exchange Notes, or any
purported consent thereunder, relating to the rights of the Company or
duties owing to the Company, existing as a matter of law except to the
extent the Company may so waive or consent and has effectively so
waived and consented (whether in the Indenture, the Exchange Notes or
otherwise); or
(ii) the validity, binding effect or enforceability of any
provisions in the Indenture or the Exchange Notes (a) restricting
access to legal or equitable redress, (b) purporting to waive or affect
any rights to notice or the obligations of good faith, fair dealing,
diligence and reasonableness, (c) allowing any party to declare
indebtedness to be due and payable
French Fragrances, Inc.
June 6, 1997
Page 3
without notice, (d) providing that the Trustee's or any other party's
failure to exercise any right, remedy or option under the Indenture or
the Exchange Notes shall not operate as a waiver or that a selection of
a remedy will not limit the availability of another remedy, (e) which,
under Florida or New York law, could be deemed to be unconscionable, to
be evidence of bad faith or to be violative of public policy, (f)
providing that forum selection clauses are binding on the court or
courts in the forum selected, (g) releasing, exculpating or exempting a
party from, or requiring indemnification of a party for, liability for
its own actions or inactions, to the extent the action or inaction
involves gross negligence, recklessness, willful misconduct or unlawful
conduct, (h) limiting judicial discretion regarding the determination
of damages and entitlement to attorneys' fees and other costs, or (i)
which deny a party who has materially failed to render or offer
performance required by the contract the opportunity to cure that
failure unless permitting a cure would unreasonably hinder the
nondefaulting party from making substitute arrangements for performance
or it was important in the circumstances to the nondefaulting party
that performance occur by the date stated in the agreement.
This opinion is limited to the matters stated herein and no opinions
may be implied or inferred beyond the matters expressly stated herein. We have
assumed no obligation to update or supplement our opinions to reflect any facts
or circumstances which may come to our attention or any changes in law which may
occur.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us contained therein under the
caption "Legal Matters."
Very truly yours,
STEEL HECTOR & DAVIS LLP