Exhibit 5.1
[LETTERHEAD OF GABELLI ASSET MANAGEMENT INC.]
February 6, 2002
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
Ladies and Gentlemen:
I am the Vice President, General Counsel and Secretary of
Gabelli Asset Management Inc., a New York corporation (the "Company"), and
have acted as counsel in connection with its preparation and filing with
the Securities and Exchange Commission (the "Commission") pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), of
a prospectus supplement, dated January 31, 2002 (the "Prospectus
Supplement"), to the prospectus, dated December 28, 2001 (the
"Prospectus"), included as part of the Registration Statement on Form S-3
of the Company, GBL Trust I and GBL Trust II (File No. 333-74676) (the
"Registration Statement"), relating to the offering by the Company of up to
3,800,000 of its FELINE PRIDES(sm) (the "FELINE PRIDES"). The FELINE PRIDES
initially consist of units referred to as Income PRIDES, each with a stated
amount of $25. Each Income PRIDES initially consists of (a) a purchase
contract (a "Purchase Contract") under which (i) the holder is obligated to
purchase from the Company on February 17, 2005 a number of shares of class
A common stock, par value $0.001 per share, of the Company (the "Shares")
and (ii) the Company will pay the holder contract payment adjustments and
(b) $25 principal amount of the Company's senior notes due February 2007.
The Company issued the FELINE PRIDES pursuant to that certain purchase
agreement, dated as of January 31, 2002, by and between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Gabelli & Company, Inc. as the underwriters (the "Purchase Agreement").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Prospectus, (iii) the Prospectus
Supplement, (iv) the Purchase Agreement, (v) the Purchase Contract
Agreement, dated February 6, 2002 (the "Purchase Contract Agreement"),
between the Company and The Bank of New York, as purchase contract agent
(the "Purchase Contract Agent"), (vi) the Pledge Agreement, dated February
6, 2002, among the Company, JPMorgan Chase Bank, as collateral agent,
custodial agent and securities intermediary, and the Purchase Contract
Agent, (vii) the Remarketing Agreement, dated February 6, 2002, among the
Company, the Purchase Contract Agent and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as remarketing agent, and
(viii) the Indenture, dated February 6, 2002, between the Company and The
Bank of New York, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture, dated as of February 6, 2002, between the Company
and the Trustee. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers
or other representatives of the Company and others, and such other
documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making my examination of executed documents, I have assumed that the
parties thereto, other than the Company, had the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporate or other, and the
execution and delivery of such documents by the parties to such documents,
and the validity and binding effect thereof. As to any facts material to
the opinions expressed herein which I did not independently establish or
verify, I have relied upon oral or written statements and representations
of officers and other representatives of the Company and others.
I am admitted to the bar in the State of New York and do not
express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the limitations, qualifications,
exceptions and assumptions set forth above, I am of the opinion that:
1. The FELINE PRIDES have been duly authorized and are valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent enforcement thereof might
be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting creditor's rights
generally and (ii) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or equity.
2. The Shares subject to the Purchase Contracts have been
duly authorized and reserved for issuance and, when issued and delivered by
the Company pursuant to the terms of the Purchase Contract Agreement, will
be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to
the reference to the use of my name under the caption "Legal Matters" in
the Registration Statement. In giving this consent, I do not thereby admit
that I am included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ James E. McKee
---------------------------------
James E. McKee
Vice President, General Counsel
and Secretary