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Exhibit 5.1
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NY 10174
TELEPHONE (212) 973-0111
FACSIMILE (212) 891-9598
WWW.SWIDLAW.COM
THE WASHINGTON OFFICE
THE WASHINGTON HARBOUR
3000 K STREET, NW, SUITE 300
WASHINGTON, DC 20007-5116
(202) 424-7500 FAX (202) 424-7647
January 8, 2001
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"), a Post Effective Amendment No. 2 to Registration Statement on
Form S-8, filed with the Commission on April 12, 1999 (as amended, the
"Registration Statement"), relating to 5,400,000 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of the Company, which are
issuable pursuant to the terms of the Company's 1997 Stock Option Plan (the
"Stock Option Plan"). This opinion is an exhibit to the Registration Statement.
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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 sale 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 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 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.
We express no opinion herein concerning the laws of any jurisdiction other
than the law of the State of New York and the federal law of the United States
of America.
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, subject to shareholder approval of the increase in the number of
shares available for issuance under the Stock Option Plan and a related
amendment to the Stock Option Plan, the Shares have been duly authorized and,
when issued in accordance with the terms set forth in the Stock Option Plan and
the terms of the individual option agreements for 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 the purchaser 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
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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:RAG:RMF:SMZ
