Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Avenue, 30th Floor
Los Angeles, California 90017
Phone: (213) 892-4000
Fax: (213) 629-5063
September 8, 2000
The Right Start, Inc.
5388 Sterling Center Drive, Unit C
Westlake Village, California 91361
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of 150,000 shares (the "Shares") of Common
Stock, no par value per share, of The Right Start, Inc. (the "Company") issuable
under the Company's 1991 Employee Stock Option Plan (the "Plan"). As your
counsel in connection with this transaction, we have examined copies, certified
to our satisfaction, of the Plans and such records of the Company as we have
deemed necessary as a basis for the opinion expressed below.
Based on these examinations, it is our opinion that upon the
registration of the Shares under the Securities Act, the issuance of the Shares
in accordance with the terms and conditions of the Plans and the receipt by the
Company of consideration to be received by the Company pursuant to the Plans,
the Shares will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion is furnished to you in connection with the registration
of the Shares, is solely for your benefit and may not be relied upon by, nor
copies delivered to, any other person or entity without our prior written
consent in each instance.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
KJB/NJW
