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EXHIBIT 5.1
[Latham & Watkins Letterhead]
June 15, 2000
Guitar Center, Inc.
5155 Clareton Drive
Agoura Hills, California 91301
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Guitar Center,
Inc., a Delaware corporation (the "Company"), of its Registration Statement
on Form S-8 (the "Registration Statement"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), with
respect to the issuance and sale by the Company of up to 500,000 shares of
the Company's common stock, par value $0.01 per share (the "Shares"), under
the Company's Amended 1997 Equity Participation Plan (the "Plan"). We have
acted as special counsel to the Company in connection with the preparation of
the Registration Statement.
In our capacity as such counsel, we are familiar with the proceeding taken
and to be taken by the Company in connection with the authorization, issuance,
and sale of the Common Stock. In addition, we have made such legal and factual
examination and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction as being true
reproductions of originals of such documents, corporate records and other
instruments, and have obtained from officers of the Company and agents thereof
such certificates and other representations and assurances, as we have deemed
necessary to appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the legal capacity
of natural persons executing such documents and the authenticity and conformity
to original documents of documents submitted to us as certified or photostatic
copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof, based on the foregoing and the
proceedings to be taken by the Company as referred to above, we are of the
opinion that the Shares have been duly authorized, and upon the exercise of
options granted pursuant to the Plan and the issuance and sales of the Shares,
each in the manner contemplated by the Registration Statement, and each in
accordance with the terms of the Plan, and upon the issuance of Shares any
payment therefor of legal consideration in excess of the aggregate par value per
share of the Shares issued, such Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
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