Attached files
| file | filename |
|---|---|
| S-1MEF - FORM S-1 MEF - FHC Holdings Corp | d290532ds1mef.htm |
| EX-23.1 - CONSENT OF ERNST & YOUNG LLP - FHC Holdings Corp | d290532dex231.htm |
| EX-23.2 - CONSENT OF BDO USA, LLP (FORMERLY KNOWN AS BDO SEIDMAN, LLP) - FHC Holdings Corp | d290532dex232.htm |
Exhibit 5.1
[OMM LETTERHEAD]
January 26, 2012
Francesca’s Holdings Corporation
3480 West 12th Street
Houston, Texas 77008
Re: Registration of Additional Securities of Francesca’s Holdings Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1 of Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on January 18, 2012, as amended by Amendment No. 1 filed with the Commission on January 25, 2012 and Amendment No. 2 filed with the Commission on January 25, 2012 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of the offer and sale of up to 10,350,000 of the Company’s common shares (the “Original Securities”) by the selling stockholders of the Company pursuant to an underwritten public offering (the “Underwritten Offering”). The Registration Statement was declared effective on January 26, 2012. This opinion relates to 1,610,000 shares of the Company’s common shares (the “Additional Securities”) to be sold by the selling stockholders in such Underwritten Offering pursuant to the registration statement to which this opinion pertains (the “462(b) Registration Statement”). We have also examined the 462(b) Registration Statement.
We are of the opinion that the Original Securities and the Additional Securities offered for sale by the selling stockholders pursuant to the Underwritten Offering have been duly authorized by all necessary action on the part of the Company and are 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 (including, as to the Delaware General Corporation Law, the statutory provisions and the reported judicial decisions interpreting those laws).
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and the 462(b) Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement and the 462(b) Registration Statement.
Respectfully submitted,
/s/ O’ Melveny & Myers LLP