EXHIBIT 5.1
OPINION OF BERLACK, ISRAELS & LIBERMAN LLP
[LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP]
July 5, 2000
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, NY 11105
Ladies and Gentlemen:
We have acted as counsel for Steven Madden, Ltd., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 ("Registration Statement") being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), covering an aggregate of 575,000 shares
(the "Shares") of the Company's Common Stock, $.0001 par value ("Common Stock"),
all of which are issuable under the Company's 1999 Stock Plan, as amended (the
"Stock Plan").
In that connection, we have examined the Certificate of Incorporation
and the By-Laws of the Company, the Registration Statement, the Stock Plan, and
such other instruments and documents as we have deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records of the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and, when issued and paid for as
described in the Stock Plan or stock option agreements issued pursuant to the
Stock Plan, as the case may be, will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP
