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Exhibit 5.1
Opinion of Counsel
August 25, 2000
Coach, Inc.
516 West 34th Street
New York, New York 10001
Re: COACH, INC.: REGISTRATION STATEMENT ON FORM S-1
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 up 8,487,000 shares (the "Shares") of
common stock, $.01 par value per share, of the Company ("Common Stock")
covered by the above-referenced Registration Statement, and all amendments
thereto (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 "Act"). 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 and the related form of prospectus (the
"Prospectus") included therein in the form in which it was transmitted to the
Commission under the Act;
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;
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Coach, Inc.
August 25, 2000
Page 2
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 (the
"Resolutions"), certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated the
date hereof; and
7. 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 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.
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Coach, Inc.
August 25, 2000
Page 3
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.
6. The issuance of, and certain terms of, the Shares will be
approved by the Board of Directors of the Company, or a duly authorized
committee thereof, in accordance with the Maryland General Corporation Law
(with such approval referred to herein as the "Corporate Proceedings").
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. Upon conpletion of the Corporate Proceedings, the Shares will
be duly authorized for issuance and, when and if issued and delivered against
payment therefor in accordance with the Charter, the Bylaws and the
resolutions authorizing their issuance, 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
(except Skadden, Arps, Slate, Meagher & Flom, counsel to the Company, in
connection with any opinion rendered by it on the date hereof relating to the
issuance of the Shares) 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 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
