Exhibit 5.1
June 30, 2000
15036.0100
Factory 2-U Stores, Inc.
4000 Ruffin Road
San Diego, California 92121
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have represented Factory 2-U Stores, Inc., a Delaware corporation
(the "Company"), as special securities counsel in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 350,000 shares of the Company's common stock, $.001 par value (the
"Shares"), issuable upon exercise of stock options granted under the Factory 2-U
Stores, Inc. 1997 Stock Option Plan (the "Plan"). The Shares are being
registered by the Company on a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission (the "Commission") on or about the
date hereof (the "Registration Statement").
As such special securities counsel, and for the purpose of rendering
this opinion, we have reviewed such corporate records and other documents as we
have deemed necessary, including, but not limited to, the following:
(a) Articles of Incorporation, as currently in effect, of the Company;
(b) Bylaws, as currently in effect, of the Company;
(c) The Plan, as amended to date;
(d) Certain resolutions adopted by the Board of Directors and the
Stockholders of the Company and related documents adopting and approving the
Plan; and
(e) The Registration Statement, in the form proposed to be filed with
the Commission under the Act, together with exhibits to be filed in connection
therewith.
In addition, we have consulted with officers and other representatives
of the Company and have obtained such representations with respect to such
<PAGE>
matters of fact as we have deemed necessary or advisable; however, we have not
necessarily independently verified the content of factual statements made to us
in connection therewith or the veracity of such representations. We have assumed
without independent verification or investigation (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as originals
and (iii) the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies.
On the basis of the foregoing, such examinations of law and such other
information as we have deemed relevant under the circumstances, we are of the
opinion as of the date hereof that the Shares, when issued and sold pursuant to
the Plan, will be validly issued, fully paid and nonassessable shares of common
stock of the Company.
The law covered by the opinion set forth above is limited to the laws of
the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Shares. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of the Commission
promulgated thereunder.
Very truly yours,
HUGHES HUBBARD & REED LLP
