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EXHIBIT 5.1
[LETTERHEAD OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP]
October 9, 2000
Board of Directors
Electronics Boutique Holdings Corp.
931 Matlack Street
West Chester, PA 19382
RE: Registration Statement On Form S-8
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Gentlemen:
We have acted as counsel to Electronics Boutique Holdings Corp., a
Delaware corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
being filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the registration under the Securities Act of (a) an
aggregate of 1,000,000 shares (the "ESPP Shares") of the Company's Common Stock
reserved for issuance pursuant to the Company's 2000 Employee Stock Purchase
Plan (the "Purchase Plan") and (b) an aggregate of 2,000,000 shares (the "Plan
Shares") of the Company's Common Stock reserved for issuance pursuant to the
Company's 2000 Equity Participation Plan (the "Equity Plan").
In connection with this opinion, we have examined and relied upon the
original or copies of (i) the Certificate of Incorporation and the By-laws of
the Company, (ii) the Purchase Plan and the Equity Plan, (iii) minutes and
records of the corporate proceedings with respect to the issuance of the ESPP
Shares and Plan Shares, and (iv) such other documents as we have deemed
necessary as a basis for the opinion hereinafter set forth.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
This opinion is limited to the laws of the State of Delaware and we
express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that
upon completion of the actions being taken, or contemplated by us as the
Company's counsel to be taken, by the Company prior to the issuance of the ESPP
Shares pursuant to the Registration Statement, and assuming that the ESPP Shares
are issued in accordance with the provisions of the Purchase Plan, the ESPP
Shares will be legally and validly issued, fully paid and nonassessable.
Further, it is our opinion that, upon completion of the actions being taken, or
contemplated by us as the Company's counsel to be taken, by the Company prior to
the issuance of the Plan Shares pursuant to the Registration Statement, and the
Plan, the Plan Shares will be legally and validly issued, fully paid and
nonassessable.
This opinion is being furnished to you solely for your benefit in
connection with the Registration Statement and is not to be used, circulated,
quoted or referred to or relied upon for any other purposes without our express
written permission.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS
LLP
