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EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
August 31, 2000
Paper Warehouse, Inc.
7630 Excelsior Boulevard
Minneapolis, Minnesota 55426
RE: PAPER WAREHOUSE, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Paper Warehouse, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 1,500,000
shares (collectively, the "Shares") of the Company's common stock, $.01 par
value per share (the "Common Stock") and the associated rights to purchase the
Shares (the "Rights"), to be offered by the Company in connection with the
Company's rights offering (the "Rights Offering") pursuant to a Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
August 31, 2000 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
We further assume that all Rights will be granted in accordance with the terms
of the Rights Offering as described in the Registration Statement and all Shares
issued upon exercise of the Rights will be issued in accordance with the terms
of the Rights Offering as described in the Registration Statement.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Rights and the Shares
in the manner and under the terms set forth in the Registration Statement.
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2. The Shares have been duly authorized and, when issued, delivered to and
paid for upon the exercise of the Rights in accordance with the terms of
the Rights Offering as described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
then the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
