<PAGE>
Exhibit 5.1
JONES, DAY, REAVIS & POGUE
2727 NORTH HARWOOD
DALLAS, TEXAS 75201
June 12, 2000
Michaels Stores, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Re: Registration on Form S-3 of up to 1,266,874 shares of
common stock, par value $0.10 per share, of Michaels Stores,
Inc.
Ladies and Gentlemen:
We are acting as counsel to Michaels Stores, Inc., a
Delaware corporation (the "Company"), in connection with the registration
pursuant to the Company's Registration Statement on Form S-3 of (i) the offer
and sale by the Company of up to 1,266,874 shares (the "Shares") of common
stock, par value $0.10 per share, of the Company upon exercise of options to
be granted pursuant to the Company's 1997 Stock Option Plan and (ii) the
subsequent offer and resale by certain holders of options granted pursuant to
the plan of the shares acquired or to be acquired by such holders upon the
exercise of such options.
We have examined such documents, records, and matters of
law as we have deemed necessary for purposes of this opinion. Based on such
examination and subject to the qualifications and limitations hereinafter
specified, we are of the opinion that the Shares are duly authorized and,
when issued and delivered in accordance with the provisions of the plan
against payment of the consideration therefor as provided in the plan and
having a value not less than the par value thereof, will be validly issued,
fully paid, and nonassessable.
In rendering this opinion, we have (i) assumed the
authenticity of all documents represented to us to be originals, the
conformity to original documents of all copies of documents submitted to us,
the accuracy and completeness of all corporate records made available to us
by the Company, the accuracy of the statements contained in the certificates
described in the following clause (ii) and the genuineness of all signatures
that purport to have been made in a corporate, governmental, fiduciary or
other capacity, and that the persons who affixed such signatures had
authority to do so, and (ii) relied as to certain factual matters upon
certificates of officers of the Company and public officials, and we have not
independently checked or verified the accuracy of the statements contained in
those certificates. In addition, our examination of matters of law has been
limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on
the date of this letter.
We consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to us under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
