Attached files
file | filename |
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EX-23.1 - EX-23.1 - Michaels Companies, Inc. | a15-3001_1ex23d1.htm |
S-1MEF - REGISTRATION STMT TO ADD SECURITIES TO A PRIOR RELATED EFFECTIVE REGISTRATION STMT. - Michaels Companies, Inc. | a15-3001_1s1mef.htm |
Exhibit 5.1
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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
January 22, 2015
The Michaels Companies, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Ladies and Gentlemen:
We have acted as counsel to The Michaels Companies, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) on January 22, 2015, under the Securities Act of 1933, as amended (the Securities Act), for the registration of up to 3,220,000 shares of the common stock, $0.067751 par value per share (Common Stock), of the Company. The shares of Common Stock to be registered pursuant to the Registration Statement (the Shares) are being offered by certain selling stockholders. The Shares are proposed to be sold pursuant to an underwriting agreement (the Underwriting Agreement) to be entered into among the Company, the selling stockholders party thereto and J.P. Morgan Securities LLC and Goldman, Sachs & Co., on behalf of the underwriters named therein.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption Legal matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Sections 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Ropes & Gray LLP |
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Ropes & Gray LLP |