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EXHIBIT 5
June 9, 2000
Whitehall Jewellers, Inc.
155 N. Wacker Drive
Suite 500
Chicago, Illinois 60606
Re: Whitehall Jewellers, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We are counsel to Whitehall Jewellers, Inc., a Delaware corporation (the
"Company"), and have represented the Company in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the issuance and delivery of up
to 1,500,000 shares of common stock, par value $.001 per share, of the Company
(the "Common Stock"), together with 1,500,000 Preferred Stock Purchase Rights of
the Company (the "Rights") associated therewith. The terms of the Rights are set
forth in the Amended and Restated Stockholders Rights Agreement dated as of
April 28, 1999 (the "Rights Agreement") between the Company and BankBoston,
N.A., as Rights Agent. The 1,500,000 shares of Common Stock that are the subject
of this opinion (the "Plan Shares") may be issued and delivered pursuant to the
Company's 1997 Long-Term Incentive Plan (the "Plan") and are in addition to the
600,000 shares that were covered by the Plan prior to its amendment and initial
restatement on April 20, 1999 as adjusted to reflect the three-for-two stock
split on January 4, 2000.
In rendering this opinion, we have examined and relied upon a copy of the
Plan and the Registration Statement. We have also examined and relied upon
originals, or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
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1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. The Plan Shares will be legally issued, fully paid and nonassessable
when (i) the Registration Statement shall have become effective under the
Securities Act; (ii) the Plan Shares shall have been duly issued and delivered
in the manner contemplated by the Plan and in accordance with Section 152 of the
General Corporation Law of the State of Delaware; and (iii) certificates
representing the Plan Shares shall have been duly executed, countersigned and
registered and duly delivered to the persons entitled thereto against receipt of
the agreed consideration therefor (not less than the par value thereof) in
accordance with the Plan.
3. The Rights associated with the Plan Shares will be legally issued when
such Rights have been duly issued in accordance with the terms of the Rights
Agreement and the Plan Shares have been duly issued and delivered as set forth
in paragraphs 2.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
"Blue Sky" laws of the various states to the issuance and delivery of the Plan
Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our Firm in or made a part of
the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
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