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Exhibit 5.1
June 1, 2000
Bluefly, Inc.
42 West 39th Street
New York, NY 10018
Ladies and Gentlemen:
On the date hereof, Bluefly, Inc., a New York corporation (the "Company"),
intends to transmit for filing with the Securities and Exchange Commission (the
"Commission"), Amendment No.1 to Registration Statement on Form S-8, amending
the Registration Statement on Form S-8 filed with the Commission on April 12,
1999 (as amended, the "Registration Statement"), relating to 1,500,000 shares
(the "Shares") of common stock, $.01 par value per share (the "Common Stock"),
of the Company issuable pursuant to the terms of the Company's 1997 stock option
plan, as amended to date (the "Stock Option Plan"). This opinion is an exhibit
to the Registration Statement.
We have at times acted as counsel to the Company with respect to certain
corporate and securities matters, and in such capacity we are familiar with
certain corporate and other proceedings taken by or on behalf of the Company in
connection with the proposed offer and issuance of the Shares as contemplated by
the Registration Statement. However, we are not general counsel to the Company
and would not ordinarily be familiar with or aware of matters relating to the
Company unless they are brought to our attention by representatives of the
Company. We have examined copies (in each case signed, certified or otherwise
proven to our satisfaction to be genuine) of the Company's Certificate of
Incorporation and all amendments thereto, its By-Laws as presently in effect,
minutes and other instruments evidencing actions taken by the Company's
directors and shareholders, the Stock Option Plan and such other documents and
instruments relating to the Company and the proposed offering as we have deemed
necessary under the circumstances. In our examination of all such agreements,
documents, certificates and instruments, we have assumed the genuineness of all
signatures and the authenticity of all agreements, documents, certificates and
instruments submitted to us as originals and the conformity with the originals
of all agreements, instruments, documents and certificates submitted to us as
copies. Insofar as this opinion relates to securities to be issued in
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Bluefly, Inc.
June 1, 2000
Page 2
the future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance are the same as such laws, rules and
regulations in effect as of the date hereof.
Based on the foregoing, and subject to and in reliance on the accuracy and
completeness of the information relevant thereto provided to us, it is our
opinion that the Shares have been duly authorized and, when issued in accordance
with the terms set forth in the Stock Option Plan and options issued thereunder,
the Shares will be validly issued, fully paid and nonassessable.
It should be understood that nothing in this opinion is intended to apply
to any disposition of the Shares which any acquirer thereof might propose to
make.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state.
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, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely on it. This opinion is rendered to you as of the date hereof
and we undertake no obligation to advise you of any change, whether legal or
factual, after the date hereof.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SBSF, LLP:RAG:GA:SMZ
