FIVE BELOW, INC - FORM S-1 - EX-23.1 - CONSENT OF KPMG LLP - April 17, 2012

Attached files

file filename
EX-3.3 - SECOND AMENDED BYLAWS OF FIVE BELOW, INC., AS AMENDED, AS CURRENTLY IN EFFECT - FIVE BELOW, INCd333840dex33.htm
EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION FOR FIVE BELOW, INC. - FIVE BELOW, INCd333840dex31.htm
EX-3.2 - SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATION - FIVE BELOW, INCd333840dex32.htm
EX-10.7 - SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT - FIVE BELOW, INCd333840dex107.htm
EX-10.9 - AMENDMENT 2010-1 TO THE FIVE BELOW, INC. EQUITY INCENTIVE PLAN - FIVE BELOW, INCd333840dex109.htm
EX-10.3 - AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED SEPTEMBER 1, 2010 - FIVE BELOW, INCd333840dex103.htm
EX-10.6 - FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT - FIVE BELOW, INCd333840dex106.htm
EX-10.2 - AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT, DATED OCTOBER 14, 2010 - FIVE BELOW, INCd333840dex102.htm
EX-10.1 - INVESTMENT AGREEMENT, DATED SEPTEMBER 1, 2010, BY AND AMONG FIVE BELOW, INC. - FIVE BELOW, INCd333840dex101.htm
EX-10.4 - FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT - FIVE BELOW, INCd333840dex104.htm
EX-10.5 - SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED SEPTEMBER 1, 2010 - FIVE BELOW, INCd333840dex105.htm
EX-10.8 - FIVE BELOW, INC. EQUITY INCENTIVE PLAN - FIVE BELOW, INCd333840dex108.htm
EX-10.20 - AMENDMENT TO EMPLOYMENT AGREEMENT, DATED SEPTEMBER 28, 2011 - FIVE BELOW, INCd333840dex1020.htm
EX-10.17 - LETTER EMPLOYMENT AGREEMENT, DATED OCTOBER 14, 2010 - FIVE BELOW, INCd333840dex1017.htm
EX-10.18 - AMENDMENT TO EMPLOYMENT AGREEMENT, DATED SEPTEMBER 28, 2011 - FIVE BELOW, INCd333840dex1018.htm
EX-10.21 - LETTER EMPLOYMENT AGREEMENT, DATED APRIL 16, 2012 - FIVE BELOW, INCd333840dex1021.htm
EX-10.25 - OPTION CANCELLATION AGREEMENT, DATED MARCH 22, 2012 - FIVE BELOW, INCd333840dex1025.htm
EX-10.22 - NON-QUALIFIED STOCK OPTION AGREEMENT, DATED OCTOBER 14, 2010 - FIVE BELOW, INCd333840dex1022.htm
EX-10.10 - FORM OF NON-QUALIFIFED STOCK OPTION AGREEMENT (EMPLOYEES) - FIVE BELOW, INCd333840dex1010.htm
EX-10.19 - LETTER EMPLOYMENT AGREEMENT, DATED OCTOBER 14, 2010 - FIVE BELOW, INCd333840dex1019.htm
EX-10.11 - FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (EXECUTIVES) - FIVE BELOW, INCd333840dex1011.htm
EX-10.24 - OPTION CANCELLATION AGREEMENT, DATED MARCH 22, 2012 - FIVE BELOW, INCd333840dex1024.htm
EX-10.12 - FORM OF AWARD AGREEMENT FOR RESTRICTED SHARES - FIVE BELOW, INCd333840dex1012.htm
S-1 - FORM S-1 - FIVE BELOW, INCd333840ds1.htm
EX-10.23 - NON-QUALIFIED STOCK OPTION AGREEMENT, DATED OCTOBER 14, 2010 - FIVE BELOW, INCd333840dex1023.htm

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

Five Below, Inc.:

 

We consent to the use of our report dated April 17, 2012 included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Philadelphia, Pennsylvania

April 17, 2012

FIVE BELOW, INC Reports

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