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EXHIBIT 5.1
[VEDDER PRICE LETTERHEAD]
July 14, 2000
Successories, Inc.
2520 Diehl Road
Aurora, Illinois 60504
Ladies and Gentlemen:
Reference is hereby made to the Registration Statement on Form S-3 filed
as of the date hereof with the Securities and Exchange Commission (the
"Commission") by Successories, Inc., an Illinois corporation (the "Company"),
in connection with its proposed offering of up to 2,500,000 shares of common
stock, $0.01 par value (the "Common Stock"), in connection with the Company's
proposed issuance of non-transferrable rights (the "Rights") to purchase
Common Stock to its existing shareholders.
We have acted as special counsel for the Company in connection with the
proposed offering. In rendering this opinion, we have assumed the
authenticity, accuracy and completeness of all documents submitted to us as
originals, the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
genuineness of all signatures.
Based on the foregoing, it is our opinion that the 2,500,000 shares of
Common Stock that may be sold by the Company upon exercise of the Rights
pursuant to and in accordance with said Registration Statement, if and when
so sold, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included therein. In giving such consent, we do
not hereby concede that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Vedder, Price, Kaufman & Kammholz
