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Exhibit 5.1
November 8, 2000
Korn/Ferry International,
1800 Century Park East,
Los Angeles, CA 90067.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 6,000,000 shares (the "Securities") of Common Stock, par value
$0.01 per share, of Korn/Ferry International, a Delaware corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion, when the
registration statement relating to the Securities (the "Registration Statement")
has become effective under the Act, the terms of the sale of the Securities have
been duly established in conformity with the Company's certificate of
incorporation and Performance Award Plan, and the Securities have been duly
issued and sold as contemplated by the Registration Statement, the Securities
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
