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EXHIBIT 5.1
BLANK ROME COMISKY & MCCAULEY LLP______________________________________________
Counselors at Law
Delaware
Direct Dial Phone: (215) 569-5500 Florida
Maryland
New Jersey
Direct Dial Fax: (215) 569-5555 New York
Pennsylvania
Washington, DC
May 31, 2000
A.C. Moore Arts & Crafts, Inc.
500 University Court
Blackwood, NJ 08012
Gentlemen:
We have acted as counsel to A.C. Moore Arts & Crafts, Inc. (the
"Company") in connection with the preparation of the Registration Statement on
Form S-8 ("Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offer and sale of up to 500,000 shares of common stock, no par
value ("Common Stock"), by the Company pursuant to The A. C. Moore Arts & Crafts
401(k) Plan (the "Plan"). This opinion is furnished pursuant to the requirement
of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in
connection with a variety of matters referred to us by it, our services are
limited to specific matters so referred. Consequently, we may not have knowledge
of many transactions in which the Company has engaged or its day-to-day
operations.
In rendering this opinion, we have examined the following documents:
(i) the Company's Articles of Incorporation and Bylaws; (ii) resolutions of the
Board of Directors of the Company; (iii) the Registration Statement; and (iv) a
copy of the Plan. We have assumed and relied, as to questions of fact and mixed
questions of law and fact, on the truth, completeness, authenticity and due
authorization of all documents and records examined and the genuineness of all
signatures.
We have not made any independent investigation in rendering this
opinion other than the document examination described. Our opinion is therefore
qualified in all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the Commonwealth of Pennsylvania.
One Logan Square, Philadelphia, Pennsylvania 19103-6998
Phone: 215.569.5500 Fax: 215.569.5555
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Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered by the Company
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
BLANK ROME COMISKY & McCAULEY LLP
