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Exhibit 5.1
[LETTERHEAD]
July 27, 2000
PriceSmart, Inc.
4649 Morena Boulevard
San Diego, California 92117
Re: PriceSmart, Inc. Registration Statement on Form S-3 - 646,498
Shares of Common Stock, Par Value $0.0001 Per Share
Ladies and Gentlemen:
In connection with the registration by PriceSmart, Inc., a Delaware
corporation (the "Company") of 646,498 shares of common stock of the Company,
par value $0.0001 per share (the "Stock"), under the Securities Act of 1933, as
amended, on the Registration Statement on Form S-3 filed or to be filed with the
Securities and Exchange Commission on or about July 27, 2000, you have requested
our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Stock,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporate 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 any other laws.
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LATHAM & WATKINS
July 27, 2000
Page 2
Subject to the foregoing, it is our opinion that as of the date of this
opinion, the Stock has been duly authorized, validly issued and is fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
