EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
(713) 546-5000
December 29, 2000
Samuels Jewelers, Inc.
2914 Montopolis Drive, Suite 200
Austin, Texas 78741
Gentlemen:
We have acted as counsel to Samuels Jewelers, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of the Company's Registration Statement on Form S-2 (the "Registration
Statement"), filed with the Securities and Exchange Commission as of the date
hereof, with respect to the offering of 2,630,940 shares of common stock, par
value $.001 per share, of the Company (the "Shares"). All of the Shares are
being registered on behalf of certain stockholders of the Company (the "Selling
Stockholders").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) 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 we have made such
inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth, and (iii) the
prospectus of the Company dated the date hereof (the "Prospectus").
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. As used herein, "to our knowledge" means the
conscious awareness of facts or other information by any lawyer in our firm
actively involved in drafting the Registration Statement and the transactions
contemplated thereby.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Shares have been duly authorized,
and are validly issued, fully paid and nonassessable.
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We hereby consent to the use of this letter as an exhibit
to the Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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