Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - rue21, inc. | y37428a4sv1za.htm |
| EX-3.4 - EX-3.4 - rue21, inc. | y37428a4exv3w4.htm |
| EX-3.3 - EX-3.3 - rue21, inc. | y37428a4exv3w3.htm |
| EX-21.1 - EX-21.1 - rue21, inc. | y37428a4exv21w1.htm |
| EX-10.17 - EX-10.17 - rue21, inc. | y37428a4exv10w17.htm |
| EX-10.12 - EX-10.12 - rue21, inc. | y37428a4exv10w12.htm |
KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS
AND AFFILIATED PARTNERSHIPS
Citigroup Center
601 Lexington Avenue
New York, New York 10022-4611
601 Lexington Avenue
New York, New York 10022-4611
www.kirkland.com
To
Call Writer Directly: 212-446-4800 |
Facsimile: (212) 446-4900 |
November 9, 2009
rue21, inc.
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania 15086
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania 15086
Ladies and Gentlemen:
We are acting as special counsel to rue21, inc., a Delaware corporation (the “Company”), in
connection with the proposed registration by the Company of shares of its common stock, par value
$0.001 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1, originally filed with
the Securities and Exchange Commission (the “Commission”) on September 10, 2009 under the
Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the “Registration Statement”). The shares of Common
Stock to be issued and sold by the Company pursuant to the Registration Statement are referred to
herein as the “Firm Shares” and the shares of Common Stock to be sold by the selling stockholders
identified in the Registration Statement are referred to herein as the “Secondary Shares.”
In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of
Incorporation (the “Restated Charter”) of the Company in the form filed as Exhibit 3.3 to the
Registration Statement to be filed with the Secretary of State of the State of Delaware prior to
the sale of the shares of Common Stock registered pursuant to the Registration Statement (the
“Shares”); (ii) the Amended and Restated By-laws (the “By-laws”) of the Company in the form filed
as Exhibit 3.4 to the Registration Statement; (iii) the form of purchase agreement attached as
Exhibit 1.1 to the Registration Statement (the “Purchase Agreement”); (iv) resolutions of the Board
of Directors and stockholders of the Company (the “Resolutions”); (v) certain documents with
respect to the merger of rue21, inc., a Pennsylvania corporation, into the Company (the “Merger”),
and (vi) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of such persons signing
on behalf of the parties thereto and the due authorization, execution and delivery of all documents
by the parties thereto.
We relied upon statements and representations of officers and other representatives of the Company
and others as to factual matters.
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Based upon and subject to the foregoing qualifications, assumptions and limitations and the
further limitations set forth below, when (i) the Restated Charter is filed with the Secretary of
State of the State of Delaware, (ii) the final Purchase Agreement is duly executed and delivered by
the parties thereto, and (iii) the Registration Statement becomes effective under the Act:
1. The Secondary Shares will be duly authorized and validly issued, fully paid and
non-assessable; and
2. When the Firm Shares are registered by the Company’s transfer agent and delivered
against payment of the agreed consideration therefor, all in accordance with the Purchase Agreement
and the Resolutions, the Firm Shares will be validly issued, fully paid and non-assessable.
Our opinions expressed above are subject to the qualifications that we express no opinion as
to the applicability of, compliance with, or effect of any laws except the General Corporation Law
of the State of Delaware.
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 the heading “Legal
Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be
inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with the filing of the Registration Statement.
| Sincerely, |
||||
| /s/ Kirkland & Ellis LLP | ||||
| Kirkland & Ellis LLP | ||||
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