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EXHIBIT 5.1
October 26, 2000
Board of Directors
Adolph Coors Company
311 10th Street
Golden, CO 80401-0030
RE: OPINION RE: LEGALITY
Dear Sirs and Madams:
We have acted as outside counsel to Adolph Coors Company, a Colorado
corporation (the "Company"), in connection with the preparation, execution, and
filing with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement (no. 333-48194) on Form S-3 (as amended through the date hereof (the
"Registration Statement")). This opinion is furnished to you for filing with the
Commission pursuant to Item 601(b)(5) of Regulation S-K, promulgated under the
Act.
The Registration Statement covers resales by certain selling
shareholders listed in the Registration Statement (the "Selling Shareholders")
of certain shares of the Company's Class B Common Stock (Non-Voting), without
par value (the "Class B Stock"), to the public pursuant to an underwriting
agreement by and among the Company, the Selling Shareholders, and Morgan Stanley
Dean Witter, Goldman, Sachs & Co., J.P. Morgan & Co., and Banc of America
Securities LLC, as representatives of the underwriters (the "Underwriting
Agreement").
In our representation of the Company, we have examined (1) the
Registration Statement, (2) the Company's Amended and Restated Articles of
Incorporation and Bylaws, (3) the resolutions of the Company's Board of
Directors as recorded in the Company's minute book, (4) the resolutions of the
Company's Special Committee formed in connection with the Registration Statement
as recorded in the Company's minute book, (5) the form of the Underwriting
Agreement filed with the Commission as Exhibit 1.1 to the Registration
Statement, (6) certain certificates executed by officers of the Company or its
transfer agent, and (7) such other documents and instruments as we have
considered necessary for the purposes of rendering the opinions expressed below.
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October 26, 2000
Opinion re: Legality
Adolph Coors Company
Page 2
Based upon the foregoing, we are of the opinion that the four million
six hundred thousand (4,600,000) shares of Class B Stock, which are the subject
of the Registration Statement and were issued by the Company to the Selling
Shareholders, have been duly authorized and validly issued and are fully paid
and non-assessable.
The opinions expressed herein are limited to the laws of the Colorado
Business Corporation Act and the Act.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in related prospectuses. In giving this consent, we do not admit that
we are in 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,
/s/ Perkins Coie LLP
SCS:scs
