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EXHIBIT 5.1
Direct Dial (214) 745-5201
[email protected]
OPINION REGARDING LEGALITY
July 7, 2000
Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas 75024
Gentlemen:
Rent-A-Center, Inc., a Delaware corporation (the "Company"), is today
filing with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration of
1,700,000 shares (the "Shares") of common stock ("Common Stock"), $.01 par value
per share, of the Company which may hereafter be issued pursuant to the Amended
and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (the "Plan").
In rendering the opinions expressed herein, we have examined (i) the
Company's Amended and Restated Certificate of Incorporation and all amendments
thereto, (ii) the Company's Amended and Restated Bylaws, as amended, (iii) the
applicable minutes of meetings or consents in lieu of meetings of the Company's
board of directors (the "Board") and stockholders, and (iv) such other corporate
records and documents, certificates of corporate and public officials and
statutes as we have deemed necessary for the purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all corporate records, documents and instruments submitted to us as
originals, the conformity to original documents of all documents submitted to us
as conformed, certified or photostatic copies thereof, the authenticity of the
originals of such photostatic, certified or conformed copies, and compliance
both in the past and in the future with the terms of the Plan by the Company and
its employees, officers, the Board and any committees appointed to administer
the Plan.
Based upon such examination and in reliance thereon, we are of the opinion
that upon the issuance of Shares in accordance with the terms and conditions of
the Plan, including receipt prior to issuance by the Company of the full
consideration for the Shares (which consideration shall be at least equal to the
par value thereof), the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock.
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Rent-A-Center, Inc.
July 7, 2000
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This firm consents to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ THOMAS W. HUGHES
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Thomas W. Hughes
