EXHIBIT 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]
June 13, 2000
Board of Directors of
M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021
Re: M & F Worldwide Corp.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to M & F Worldwide Corp., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
1,500,000 shares (the "Shares") of the Company's Common Stock, par value
$0.01 per share (the "Common Stock"), to be issued pursuant to or reserved
for issuance under the M & F Worldwide Corp. 2000 Stock Option Plan (the
"Stock Option Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").
In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-8 (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") on June 13, 2000 under the Securities Act; (ii) the Stock
Option Plan; (iii) the Amended and Restated Certificate of Incorporation of
the Company as presently in effect (the "Certificate of Incorporation") and
the Amended and Restated By-Laws of the Company as presently in effect (the
"By-Laws"); (iv) certain resolutions of the Board of Directors of the
Company dated March 2, 2000 relating to the adoption of the Stock Option
Plan and the issuance of the Shares; (v) the minutes of the 2000 Annual
Meeting of Stockholders of the Company held May 18, 2000 approving the
Stock Option Plan; and (vi) a specimen certificate representing the Common
Stock. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives
of the Company and others.
In rendering the opinions set forth below, we have assumed that
prior to the issuance of any Shares, the Company and the relevant optionee
will have duly entered into stock option agreements (the "Stock Option
Agreements") in accordance with the board resolutions examined by us.
Members of our firm are admitted to the Bar in the State of New
York, and we do not express any opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement becomes effective and (ii)
certificates representing the Shares in the form of the specimen
certificates examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and the Shares are issued
and paid for by the plan participants at a price per share not less than
the per share par value of the Common Stock as contemplated by the Stock
Option Plan and in accordance with the terms and conditions of the Stock
Option Plan and the Stock Option Agreements, the Shares will be validly
issued and, subject to any restrictions imposed by the Stock Option Plan,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to
the reference to our firm under Item 5, Interests of Named Experts and
Counsel, of the Registration Statement. In giving these consents, we do not
thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher and Flom LLP
