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Exhibit 5
October 20, 2000
Brookstone Company, Inc.
17 Riverside Street
Nashua, NH 03062
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 75,000 additional shares of Common Stock, $.001
par value per share (the "Shares"), of Brookstone, Inc., a Delaware corporation
(the "Company"). The Shares are to be sold from time to time pursuant to the
Company's 2000 Employee Stock Purchase Plan (the "Plan").
We are counsel to the Company and are familiar with the proceedings taken
by the Company in connection with the authorization, reservation and
registration of the Shares. We have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares (in addition
to other shares of Common Stock covered by the Registration Statement in
accordance with Instruction E of Form S-8) have been duly authorized and that,
when issued and sold by the Company pursuant to and in accordance with the Plan,
they will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
We understand that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
Ropes & Gray
