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EXHIBIT 5.1
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160-1163
August 22, 2000
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160-1163
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
(the "Registration Statement") relating to the registration of shares of Class A
Common Stock, $.22 par value per share, of Alberto-Culver Company (the
"Company") for sales which may be made by TCR Holding Corporation, a stockholder
of the Company (the "Registered Shares").
I, in my capacity as General Counsel of Alberto-Culver Company, am familiar
with the proceedings to date with respect to the proposed sale of the Registered
Shares and have examined such records, documents and matters of law and
satisfied myself as to such matters of fact as I have considered relevant for
the purposes of this opinion.
I am of the opinion that the Registered Shares constitute validly issued,
fully paid and nonassessable shares.
I do not find it necessary for the purposes of this opinion, and
accordingly do not purport to cover herein, the application of the securities or
"blue sky" laws of the various states to the sale of the Registered Shares.
The Registered Shares were issued to TCR Holding Corporation from the
Company's treasury shares. I have assumed for purposes of this opinion that each
of the Registered Shares, when originally issued, constituted validly issued,
fully paid and nonassessable shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
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I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement and to the reference to me under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
I do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended or the rules
and regulations of the Securities and Exchange Commission.
Very truly yours,
ALBERTO-CULVER COMPANY
By: /s/ Gary P. Schmidt
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Name: Gary P. Schmidt
Title: General Counsel
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