EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
July 6, 2000
Samuels Jewelers, Inc.
2914 Montopolis Drive, Suite 200
Austin, Texas 78741
Ladies and Gentlemen:
We have acted as counsel to Samuels Jewelers, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of its Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, pertaining to 200,000
shares (the "Offered Shares") of the Company's common stock, par value $.001 per
share ("Common Stock"), which the Company may issue pursuant to the Samuels
Jewelers, Inc. 401(k) Plan (the "Plan").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation and Bylaws, the resolutions adopted by the Board of Directors of
the Company authorizing the filing of the Registration Statement, and such other
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for the
opinions set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company and upon the representations and warranties of
the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Offered Shares have been duly
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authorized and, when issued against payment therefor as contemplated under the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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