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Exhibit 5.1
[COMPANY LETTERHEAD]
August 10, 2000
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
Gentlemen:
As Senior Vice President, General Counsel and Secretary of Tiffany & Co., a
Delaware corporation (the "Company"), I am familiar with the Company's
Registration Statement on Form S-8 dated August 9, 2000 (the "Registration
Statement") to be filed with the Securities and Exchange Commission. The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of 884,218 additional shares (the "Shares") of the
Company's common stock, $0.01 par value per share, issuable pursuant to the
Company's 1998 Employee Incentive Plan (the "Employee Plan"), and approved by
the Company's stockholders on May 18, 2000.
In that connection, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary for the purposes of this opinion,
including the following: (a) the Certificate of Incorporation and By-Laws of the
Company, as amended, (b) resolutions adopted by the Board of Directors of the
Company at meetings held on May 18, 2000, (c) resolutions adopted by the
stockholders of the Company on May 18, 2000, and (d) the Employee Plan. For
purposes of this opinion, I have assumed the genuineness of the signatures and
authority of persons signing documents on behalf of parties other than the
Company, and the due authorization, execution and delivery of all documents by
the parties thereto other than the Company.
This opinion is delivered pursuant to the requirements of Item 601(b)(5) of
Regulation S-K under the Act.
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Tiffany & Co.
August 10, 2000
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Based upon the foregoing, I am of the opinion that the Shares will be, upon
issuance and delivery and payment therefor in the manner described in the
Employee Plan and the option agreements issued thereunder, duly and validly
authorized, issued and outstanding, fully paid and nonassessable with no
personal liability attaching to the ownership thereof.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely,
/s/ Patrick B. Dorsey
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Patrick B. Dorsey
Senior Vice President,
General Counsel and Secretary
