EXHIBIT 5.1
Valassis Communications, Inc. November 22, 2000
19975 Victor Parkway
Livonia, Michigan 48152
Re: 485,000 Shares of Common Stock, $0.01 Par Value (the "Common
Stock") to be issued pursuant to the Valassis Communications,
Inc. Broad-Based Incentive Plan (the "Plan")
Dear Ladies and Gentlemen:
We have acted as counsel for Valassis Communications, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 485,000 shares of Common Stock to be
issued pursuant to the Plan.
In arriving at the opinions expressed below we have examined the
Registration Statement, the Plan, and such other documents as we have deemed
necessary to enable us to express the opinions hereinafter set forth. In
addition, we have examined and relied, to the extent we deemed proper, on
certificates of officers of the Company as to factual matters, on the originals
or copies certified or otherwise identified to our satisfaction of all such
corporate records of the Company and such other instruments and certificates of
public officials and other persons as we have deemed appropriate. In our
examination, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies, and the genuineness of all signatures on documents
reviewed by us and the legal capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock, when sold and issued in accordance with the terms of the Plan and
the Registration Statement, will be duly authorized, legally issued, fully paid
and non-assessable.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
