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EXHIBIT 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617)248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
August 17, 2000
Cyrk, Inc.
101 Edgewater Drive
Wakefield, Massachusetts 01880
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 (the "REGISTRATION STATEMENT") to be filed on or about
August 17, 2000 by Cyrk, Inc. (the "COMPANY") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"), for registration under the Securities Act of
shares of Common Stock, $.01 par value per share (the "COMMON STOCK"), of the
Company. Capitalized terms used and not otherwise defined shall have the
meanings given to them in the Registration Statement.
We are familiar with the Company's Restated Certificate of Incorporation,
its Amended and Restated By-Laws, and the records of its corporate proceedings.
We have also examined such other documents, records and certificates and made
such further investigation as we have deemed necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the selling stockholders pursuant to the
Registration Statement have been legally issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this firm
in the section entitled "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
