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EXHIBIT 5.1
OPINION OF GIBSON, DUNN & CRUTCHER LLP
[Letterhead of Gibson, Dunn & Crutcher LLP]
1050 Connecticut Avenue N.W., Suite 900
Washington, DC 20036
June 2, 2000
The Corporate Executive Board Company
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Re: Registration Statement on Form S-8 of The Corporate Executive Board
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Company
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Ladies and Gentlemen:
We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed by The Corporate Executive Board Company, a Delaware corporation (the
"Company"), with respect to the proposed offering by the Company of up to
525,000 shares (the "Shares") of the common stock of the Company, $0.01 par
value per share (the "Common Stock"), which are subject to issuance by the
Company under The Corporate Executive Board Company Employee Stock Purchase
Plan.
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed 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 copies.
Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that the issuance by the Company of the
Shares has been duly authorized and, when issued and paid for in accordance with
the terms set forth in the Registration Statement and the Plan, and when (a) the
Registration Statement has become effective under the Act, and (b) the Shares
are issued and paid for in accordance with the terms of the Plan, the Shares
will be duly and validly issued, fully paid and non-assessable shares of Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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