Exhibit 5.1
OPINION REGARDING LEGALITY
June 8, 2005
Citi Trends, Inc.
102 Fahm Street
Savannah, Georgia 31401
Re: Citi Trends, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Citi Trends, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
1,300,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), to be issued pursuant to the Citi Trends 2005 Long-term
Incentive Plan (the "Plan") and 1,817,594 shares of Common Stock to be issued
pursuant to the Citi Trends Amended and Restated 1999 Stock Option Plan (the
"Old Plan", together with the Plan, the "Plans").
In connection with this opinion, we have examined originals or
copies of such documents, resolutions, certificates and instruments of the
Company as we have deemed necessary to form a basis for the opinions hereinafter
expressed. In addition, we have reviewed certificates of public officials,
statutes, records and such other instruments and documents and have made such
investigations of law as we have deemed necessary to form a basis for the
opinion hereinafter expressed. In our examination of the foregoing, we have
assumed, without independent investigation, (i) the genuineness of all
signatures and the authority of all persons or entities signing all documents
examined by us, (ii) the authenticity of all documents submitted to us as
originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies and (iii) the
authenticity of the originals of such latter documents. With regard to certain
factual matters, we have relied, without independent investigation or
verification, upon, and assumed the accuracy and completeness of, statements and
representations of representatives of the Company.
Based on the foregoing, we are of the opinion that the
authorized, but not previously issued, shares of Common Stock which may be
issued under the Plans have been duly authorized and when issued in accordance
with the terms of the Plans (including the payment of any exercise price) will
be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and,
accordingly, do not purport to be experts on or to be qualified to express any
opinion herein concerning the laws of any jurisdiction other than laws of the
State of New York and the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases
interpreting those laws, as currently in effect.
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This opinion letter deals only with the specified legal issues
expressly addressed herein, and you should not infer any opinion that is not
explicitly addressed herein from any matter stated in this letter.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, and the rules and regulations
thereunder. This opinion is rendered to you as of the date hereof and we assume
no obligation to advise you or any other person hereafter with regard to any
change after the date hereof in the circumstances or the law that may bear on
the matters set forth herein even though the change may affect the legal
analysis or a legal conclusion or other matters in this letter.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP