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Exhibit 5.1
Jones, Day, Reavis & Pogue
Northpoint
901 Lakeside Avenue
Cleveland, Ohio 44114
January 18, 2001
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
Re: Nonqualified Stock Option Agreement, dated January 18, 2000,
between Cole National Corporation and Larry Pollock (the
"Pollock Agreement") and the 1999 Broad-Based Employee Stock
Option Plan (the "1999 Plan")
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Ladies and Gentlemen:
We have acted as counsel for Cole National Corporation, a
Delaware corporation (the "Registrant"), in connection with the Pollock
Agreement and the 1999 Plan. We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon, we are of the opinion that:
(a) The shares of the Registrant's common stock, par value
$.001 per share (the "Common Stock"), that will be issued or
transferred and sold pursuant to the Pollock Agreement and the 1999
Plan will be, when issued and sold in accordance with the Pollock
Agreement, the 1999 Plan and the related option agreements, duly
authorized, validly issued, fully paid and nonassessable.
(b) When issued in accordance with the terms of the Rights
Agreement, dated November 24, 1999 between the Registrant and National
City Bank, as rights agent, the preferred share purchase rights
associated with the Common Stock issuable pursuant to the Pollock
Agreement and the 1999 Plan will be validly issued.
In rendering the above opinions, we have assumed that the
Registrant will receive at least par value for the shares of Common Stock issued
upon exercise of the options granted pursuant to the Pollock Agreement and the
1999 Plan. We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration under the Securities Act of 1933 of the shares of Common Stock to
be issued pursuant to the Pollock Agreement and the 1999 Plan.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
