Exhibit 5.1
Opinion of Counsel
December 12, 2000
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Coach, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland
law arising out of the registration of 7,500,000 shares (the "Shares") of
common stock, $.01 par value per share, of the Company ("Common Stock")
covered by the above-referenced Registration Statement (the "Registration
Statement"), filed on or about the date hereof with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). Up to 6,879,030 of the Shares are issuable
pursuant to the Company's 2000 Stock Incentive Plan (the "Incentive Plan");
up to 84,813 of the Shares are issuable pursuant to the Company's 2000
Non-Employee Directors Stock Plan, as amended (the "Non-Employee Director
Plan"); up to 526,157 of the Shares are issuable pursuant to the Company's
Executive Deferred Compensation Plan, as amended (the "Executive Plan");
and up to 10,000 of the Shares are issuable pursuant to the Company's
Non-Qualified Deferred Compensation Plan for Outside Directors, as amended
(the "Outside Directors Plan" and, together with the Incentive Plan, the
Non-Employee Director Plan and the Executive Plan, the "Plans").
Capitalized terms used but not defined herein shall have the meanings given
to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement;
2. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
4. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company
relating to the adoption of the Plans, the execution, delivery and
performance of the Agreement (as defined below) and the issuance and
registration of the Shares (the "Director Resolutions"), certified as of
the date hereof by an officer of the Company;
6. Resolutions adopted by the sole stockholder of the Company
relating to the approval of the Plans (the "Stockholder Resolutions" and,
together with the Director Resolutions, the "Resolutions"), certified as of
the date hereof by an officer of the Company;
7. A copy of each of the Plans, certified as of the date hereof by
an officer of the Company;
8. A copy of the Employee Matters Agreement (the "Agreement"),
dated as of August 24, 2000, between the Company and Sara Lee Corporation,
certified as of the date hereof by an officer of the Company;
9. A certificate executed by an officer of the Company, dated the
date hereof; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. Any Documents submitted to us as originals are authentic. The
form and content of any Documents submitted to us as unexecuted drafts do
not differ in any respect relevant to this opinion from the form and
content of such Documents as executed and delivered. Any Documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and
complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or
written modification of or amendment to any of the Documents, and there has
been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
5. Upon issuance of any of the Shares, the total number of shares
of Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock that the Company is then authorized to issue, and
the Shares will not be issued or transferred in violation of any
restriction or limitation contained in the Charter, the Agreement or the
Plans.
6. Each option, restricted stock unit, right or other security
exercisable or exchangeable for a Share will be duly authorized and validly
granted in accordance with the Agreement or the Plans, as the case may be,
and exercised or exchanged in accordance with the terms of the Incentive
Plan, the Non-Employee Director Plan, the Executive Plan or the Outside
Directors Plan, as the case may be, including any option agreement entered
into in connection therewith, at the time of any exercise of such option,
restricted stock unit, right or other security.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares are duly authorized for issuance and, when and to the
extent issued in accordance with the Charter, the Resolutions and the
Plans, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to compliance with any federal or state
securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. We assume no
obligation to supplement this opinion if any applicable law changes after
the date hereof or if we become aware of any fact that might change the
opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any
other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
