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EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
September 12, 2000
Restoration Hardware, Inc.
15 Koch Road, Suite J
Corte Madera, CA 94925
Re: Restoration Hardware, Inc. - Registration Statement for
Offering of an Aggregate of 506,973 Shares of Common
Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Restoration Hardware, Inc. a Delaware
corporation (the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
506,973 shares of common stock (the "Shares") authorized for issuance under the
Company's 1998 Stock Incentive Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Incentive Plan. Based on such review, we are of the opinion
that, if, as and when the Shares have been issued and sold (and the
consideration therefor received) pursuant to the provisions of duly authorized
stock option agreements or duly authorized direct stock issuances under the Plan
and in accordance with the Registration Statement, such Shares will be duly
authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan, or the Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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BROBECK, PHLEGER & HARRISON LLP
