Attached files
file | filename |
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S-1/A - FORM S-1/A - Bluestem Brands, Inc. | c62024a5sv1za.htm |
EX-3.3 - EX-3.3 - Bluestem Brands, Inc. | c62024a5exv3w3.htm |
EX-1.1 - EX-1.1 - Bluestem Brands, Inc. | c62024a5exv1w1.htm |
EX-23.1 - EX-23.1 - Bluestem Brands, Inc. | c62024a5exv23w1.htm |
EX-10.35 - EX-10.35 - Bluestem Brands, Inc. | c62024a5exv10w35.htm |
EX-10.38 - EX-10.38 - Bluestem Brands, Inc. | c62024a5exv10w38.htm |
EX-10.36 - EX-10.36 - Bluestem Brands, Inc. | c62024a5exv10w36.htm |
EX-10.37 - EX-10.37 - Bluestem Brands, Inc. | c62024a5exv10w37.htm |
Exhibit 5.1
October
31, 2011
Bluestem Brands, Inc.
6509 Flying Cloud Drive
Eden Prairie, Minnesota 55344
6509 Flying Cloud Drive
Eden Prairie, Minnesota 55344
Ladies and Gentlemen:
We have acted as counsel to Bluestem Brands, Inc., a Delaware corporation (the Company), in
connection with the proposed registration by the Company of $184,000,000 in maximum aggregate
offering price of shares of its common stock, par value $0.00001 per share (the Common Stock),
pursuant to a Registration Statement on Form S-1 (Registration No. 333-173668), filed with the
Securities and Exchange Commission (the Commission), under the Securities Act of 1933, as amended
(the Securities Act) (such Registration Statement, as amended or supplemented, is hereinafter
referred to as the Registration Statement). Of the Shares to be registered pursuant to the
Registration Statement, up to 11,500,000 shares are being offered by the Company, which includes shares to be subject to the underwriters over-allotment option
(the Shares). For purposes of this opinion, the term Shares
also refer to any additional Shares included pursuant to Rule 462(b) under the Act.
We have examined the Registration Statement and the Amended and Restated Certificate of
Incorporation of the Company, as amended, which has been filed with the Commission as an exhibit to
the Registration Statement. We also have examined the originals, or duplicates or certified or
conformed copies, of such corporate and other records, agreements, documents and other instruments
and have made such other investigations as we have deemed relevant and necessary in connection with
the opinions hereinafter set forth. As to questions of fact material to this opinion, we have
relied upon certificates or comparable documents of public officials and of officers and
representatives of the Company.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as duplicates or certified or
conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that the Shares have been duly authorized under Delaware law and
(a) when the Registration Statement becomes effective under the
Securities Act, (b) when the pricing
committee of the Companys board of directors (the Pricing
Committee) has approved the specific
number of Shares to be sold and a specific price for the sale
of the Shares, (c) upon payment and delivery in accordance
with the underwriting agreement in the form filed with the Commission
as an exhibit to the Registration Statement and approved by the
Pricing Committee, and (d) if issued as certificated shares, when
certificates representing the Shares have been duly executed
by the Company, countersigned and registered by the Companys transfer
agent/registrar and delivered on behalf of the Company, or if issued
as uncertificated shares upon authorization thereof pursuant to the
foregoing action of the board of directors or Pricing Committee,
against payment of the agreed consideration, the Shares will
be validly issued, fully paid and nonassessable under Delaware law.
We do not express any opinion herein concerning any law other than the Delaware
General Corporation Law (including the statutory provisions, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption Legal Matters in the prospectus included
in the Registration Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act.
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
purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be
inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date
the Registration Statement becomes effective under the Securities Act and we assume no obligation
to revise or supplement this opinion thereafter.
Very truly yours,
FAEGRE & BENSON LLP
/s/
David B. Miller
By: David B. Miller
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