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EXHIBIT 5.1
Opinion of Orrick, Herrington & Sutcliffe LLP
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
June 8, 2000
West Marine, Inc.
500 Westridge Drive
Watsonville, CA 95076-4100
Re: West Marine, Inc./
Registration Statement on Form S-8
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Ladies and Gentlemen:
West Marine, Inc., a Delaware corporation, has requested our
opinion in connection with a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by it today with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the 400,000 additional shares of Common Stock,
$.001 par value, of West Marine, Inc. to be issued under the West Marine, Inc.
Associates Stock Buying Plan (the "Plan").
We have examined and are relying on originals, or copies certified
or otherwise identified to our satisfaction, of such corporate records and such
other instruments, certificates and representations of public officials,
officers and representatives of West Marine, Inc. and such other persons, and we
have made such investigations of law, as we have deemed appropriate as a basis
for the opinion expressed below.
Based on the foregoing, it is our opinion that the 400,000
additional shares of West Marine, Inc. issuable under the Plans are duly
authorized and, when issued in accordance with the terms of the Plans, at prices
in excess of the par value thereof, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By giving such consent, we do not thereby admit that
we are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
