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Exhibit 5.1
[Letterhead of]
MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
September 26, 2000
Home Products International, Inc.
4501 W. 47th Street
Chicago, Illinois
Re: Home Products International, Inc.
Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Home Products International, Inc., a Delaware
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-8 covering 1,050,000 shares (the "Option Shares") of the
Company's common stock, $0.01 par value (the "Common Stock"), issuable pursuant
to stock options and other awards granted under the Company's 1994 Stock Option
Plan (the "Option Plan"); 1,000,000 shares (the "Incentive Plan Shares") of
Common Stock issuable pursuant to stock options granted under the Company's 1999
Performance Incentive Plan (the "Incentive Plan"); 100,000 shares (the
"Directors Shares") of Common Stock issuable under the Company's 1999 Directors
Restricted Stock Plan (the "Directors Plan") and 150,000 shares (the "Executive
Shares") of Common Stock issuable under the Company's 1998 Executive Incentive
Plan (the "Executive Plan").
With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinions expressed
herein. Based upon the foregoing, we are of the opinion that the Option Shares
issuable under the Option Plan, when issued upon exercise of and in accordance
with the terms of stock options outstanding or to be granted under the Option
Plan, will be duly authorized, validly issued, fully paid and nonassessable. It
is also our opinion that the Incentive Plan Shares issuable under the Incentive
Plan, when issued upon exercise of and in accordance with the terms of stock
options and other awards outstanding or to be granted under the Incentive Plan,
will be duly authorized, validly issued, fully paid and non-assessable. It is
also our opinion that the Directors Shares issuable under the Directors Plan,
when so issued in accordance with the terms of the Directors Plan, will be duly
authorized, validly issued, fully paid and nonassessable. It is also our opinion
that the Executive Shares issuable under the Executive Plan, when so issued in
accordance with the terms of the Executive Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement.
Respectfully submitted,
/s/ Much Shelist Freed Denenberg Ament & Rubenstein
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Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
