FHC Holdings Corp - FORM S-1/A - EX-5.1 - OPINION OF O'MELVENY & MYERS LLP - July 14, 2011

Attached files

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EX-3.4 - FORM OF AMENDED AND RESTATED BYLAWS - FHC Holdings Corpdex34.htm
EX-10.4 - FORM OF INDEMNIFICATION AGREEMENT - FHC Holdings Corpdex104.htm
EX-10.30 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - KYONG YI GILL - FHC Holdings Corpdex1030.htm
EX-10.27 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - JOHN DE MERITT - FHC Holdings Corpdex1027.htm
EX-10.28 - AMENDMENT TO EMPLOYMENT LETTER AGREEMENT - GENE MORPHIS - FHC Holdings Corpdex1028.htm
EX-10.14 - 2011 EQUITY INCENTIVE PLAN - FORM OF NONQUALIFIED STOCK OPTION AGREEMENT - FHC Holdings Corpdex1014.htm
EX-10.31 - EMPLOYMENT LETTER AGREEMENT - KHALID M. MALIK - FHC Holdings Corpdex1031.htm
EX-10.15 - 2011 EQUITY INCENTIVE PLAN - FORM OF RESTRICTED STOCK AWARD AGREEMENT - FHC Holdings Corpdex1015.htm
EX-10.13 - 2011 EQUITY INCENTIVE PLAN - FHC Holdings Corpdex1013.htm
EX-10.29 - EMPLOYMENT LETTER AGREEMENT - THERESA BACKES - FHC Holdings Corpdex1029.htm
EX-10.16 - 2011 EXECUTIVE BONUS PLAN - FHC Holdings Corpdex1016.htm
S-1/A - AMENDMENT NO.5 TO FORM S-1 - FHC Holdings Corpds1a.htm
EX-3.3 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - FHC Holdings Corpdex33.htm

Exhibit 5.1

[OMM LETTERHEAD]

July 14, 2011

Francesca’s Holdings Corporation

3480 West 12th Street

Houston, Texas 77008

Re: Registration of Securities of Francesca’s Holdings Corporation

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (File No. 333-173581) of Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on April 18, 2011 and as amended by Amendment No. 1 filed with the Commission on May 24, 2011, Amendment No. 2 filed with the Commission on June 14, 2011, Amendment No. 3 filed with the Commission on July 1, 2011, Amendment No. 4 filed with the Commission on July 12, 2011 and Amendment No. 5 filed with the Commission on July 14, 2011 (collectively, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of the offer and sale of up to 8,166,667 of the Company’s common shares (the “Securities”) by the selling shareholders of the Company pursuant to an underwritten public offering (the “Underwritten Offering”) and the offer and sale of up to 3,333,333 shares of the Securities by the Company pursuant to the Underwritten Offering.

We are of the opinion that (a) the Securities offered for sale by the selling shareholders pursuant to the Underwritten Offering have been duly authorized by all necessary action on the part of the Company, validly issued, fully paid and non-assessable and (b) the Securities offered for sale by the Company pursuant to the Underwritten Offering have been duly authorized by all necessary action on the part of the Company and upon payment for and delivery of the Securities as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and non-assessable.

The law covered by this opinion letter is limited to the present federal law of the United States, the present law of the State of New York and the current Delaware General Corporation Law.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

FHC Holdings Corp Reports

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