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Exhibit 5.1
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<S> <C> <C>
LATHAM & WATKINS
ATTORNEYS AT LAW
PAUL R. WATKINS (I899 - I973) 53rd AT THIRD, SUITE I000
DANA LATHAM (I898 - I974) 885 THIRD AVENUE ORANGE COUNTY OFFICE
NEW YORK, NEW YORK I0022-4802 650 TOWN CENTER DRIVE, SUITE 2000
TELEPHONE (2I2) 906-I200 COSTA MESA, CALIFORNIA 92626-I925
CHICAGO OFFICE FAX (2I2) 75I-4864 PHONE (7I4) 540-I235, FAX 755-8290
SEARS TOWER, SUITE 5800
CHICAGO, ILLINOIS 60606 __________ SAN DIEGO OFFICE
PHONE (3I2) 876-7700, FAX 993-9767 70I "B" STREET, SUITE 2I00
SAN DIEGO, CALIFORNIA 92I0I-8I97
HONG KONG OFFICE PHONE (6I9) 236-I234, FAX 696-74I9
SUITE 2205A, 22ND FLOOR
NO. 9 QUEEN'S ROAD CENTRAL SAN FRANCISCO OFFICE
HONG KONG 505 MONTGOMERY STREET, SUITE I900
PHONE + 852-2522-7886, FAX 2522-7006 SAN FRANCISCO, CALIFORNIA 94III-2562
PHONE (4I5) 39I-0600, FAX 395-8095
LONDON OFFICE
ONE ANGEL COURT SILICON VALLEY OFFICE
LONDON EC2R 7HJ ENGLAND I35 COMMONWEALTH DRIVE
PHONE + 44-I7I-374 4444, FAX 374 4460 MENLO PARK, CALIFORNIA 94025
PHONE (650) 328-4600, FAX 463-2600
LOS ANGELES OFFICE
633 WEST FIFTH STREET, SUITE 4000 SINGAPORE OFFICE
LOS ANGELES, CALIFORNIA 9007I-2007 20 CECIL STREET, SUITE 25-02
PHONE (2I3) 485-I234, FAX 89I-8763 THE EXCHANGE, SINGAPORE 049705
PHONE + 65-536-II6I, FAX 536-II7I
July 5, 2000
MOSCOW OFFICE
ULITSA GASHEKA, 7, 9th Floor TOKYO OFFICE
MOSCOW I23056, RUSSIA INFINI AKASAKA, 8-7-I5, AKASAKA, MINATO-KU
PHONE + 7-095 785-I234, FAX 785-I235 TOKYO I07-0052, JAPAN
PHONE +8I3-3423-3970, FAX 3423-397I
NEW JERSEY OFFICE
ONE NEWARK CENTER, I6th FLOOR WASHINGTON, D.C. OFFICE
NEWARK, NEW JERSEY 07I0I-3I74 I00I PENNSYLVANIA AVE., N.W., SUITE I300
PHONE (973) 639-I234, FAX 639-7298 WASHINGTON, D.C. 20004-2505
PHONE (202) 637-2200, FAX 637-220I
(File No.)
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Duane Reade Inc.
440 Ninth Avenue
New York, New York 10001
Re: Duane Reade Inc.
750,000 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
Ladies and Gentlemen:
In connection with the registration of 750,000 shares of common stock,
par value $.01 per share (the "Shares") of Duane Reade Inc., a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Act"), by the Company on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on July 5, 2000 (the "Registration Statement"),
you have requested our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
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LATHAM & WATKINS
July 5, 2000
Page 2
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that, as of the date
hereof, the Shares have been duly authorized, and, upon issuance and delivery
of the Shares against payment therefor in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement relating
to such Shares, will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
LATHAM & WATKINS
