Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - rue21, inc. | l38812a1sv1za.htm |
EX-23.1 - EX-23.1 - rue21, inc. | l38812a1exv23w1.htm |
EX-1.1 - EX-1.1 - rue21, inc. | l38812a1exv1w1.htm |
EX-24.2 - EX-24.2 - rue21, inc. | l38812a1exv24w2.htm |
Exhibit 5.1
KIRKLAND
& ELLIS LLP
AND AFFILIATED PARTNERSHIPS
601 Lexington Avenue New York, New York 10022-4611 |
To Call Writer Directly: | www.kirkland.com | Facsimile: | ||
212-446-4800 | (212) 446-4900 |
February 22, 2010
rue21, inc.
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania 15086
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania 15086
Ladies and Gentlemen:
We are acting as special counsel to rue21, inc., a Delaware corporation (the Company), in
connection with the preparation and filing of a Registration Statement on Form S-1, originally
filed with the Securities and Exchange Commission (the Commission) on February 12, 2010, under
the Securities Act of 1933, as amended (the Act) (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the Registration Statement), relating to the registration of up to 5,823,097 shares of common stock, par value $0.001 per
share, of the Company (Common Stock), including shares of Common Stock to cover over-allotments,
if any, all of which are being offered by certain stockholders (the Selling Stockholders) of the Company. The shares of
Common Stock to be sold by the selling stockholders identified in the Registration Statement are
referred to herein as the Shares.
In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of
Incorporation (the Restated Charter) of the Company in effect as of the date hereof (ii) the Amended and Restated By-laws (the By-laws) of the Company in effect as of the date hereof (iii) the form of purchase
agreement attached as Exhibit 1.1 to the Registration Statement (the Purchase Agreement); (iv)
resolutions of the board of directors and of the Company; and (v) the
Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
Chicago
Hong Kong London
Los Angeles Munich
San Francisco Washington, D.C.
such persons signing
on behalf of the parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. We have not independently
established or verified any facts relevant to the opinion expressed herein, but have relied upon
statements and representations of officers and other representatives of the Company and others as
to factual matters.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the
further limitations set forth below, we are of the opinion that, when the final Purchase Agreement
is duly executed and delivered by the parties thereto and the Registration Statement becomes
effective under the Act, the Shares will be duly authorized and validly issued, fully paid and
non-assessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as
to the applicability of, compliance with, or effect of any laws except the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the heading Legal
Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not
purport to cover herein, the application of the securities or Blue Sky laws of the various states.
This opinion is limited to the specific issues addressed herein, and no opinion may be
inferred or implied beyond that expressly stated herein. We assume no obligation to revise or
supplement this opinion should the General Corporation Law of the State of Delaware be changed by
legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement,
and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
Sincerely,
/s/ Kirkland & Ellis LLP
Kirkland & Ellis LLP
2