Exhibit 5.1
October 18, 2000
Pathmark Stores, Inc.
200 Milik Street
Carteret, New Jersey 07008
Ladies and Gentlemen:
We have acted as your counsel, in connection with the
preparation and filing with Securities and Exchange Commission of a Registration
Statement on Form S-1 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 14,764,958 shares of Common Stock and 2,539,842 Warrants to purchase
Common Stock. The Common Stock and the Warrants are collectively referred to as
the "Securities." This Opinion is an exhibit to Registration Statement .
In that capacity, we have reviewed the Registration Statement
and originals, or copies certified or otherwise identified to our satisfaction,
of other documents, corporate records, certificates and other instruments as we
have deemed necessary or appropriate for purposes of this opinion. In such
examination , we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as copies.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Common
Stock and Warrants have been duly authorized and, when the final terms thereof
have been duly established and approved and when duly executed by the Company
pursuant to the authority granted in the Resolutions and delivered by the
Selling Stockholder to and paid for by the purchasers thereof, will be legally
issued, fully paid and nonassessable.
Our Opinions expressed above are limited to Delaware Corporate
Law and we do not express any opinion herein concerning any other law.
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Exhibit 5.1
2
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"LEGAL MATTERS" contained in the Prospectus.
Very truly yours,
/s/ SHEARMAN & STERLING
