Attached files
file | filename |
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8-K - FORM 8-K - Jefferies Group LLC | v59245e8vk.htm |
EX-10.1 - EX-10.1 - Jefferies Group LLC | v59245exv10w1.htm |
Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius, LLP]
April 12, 2011
Jefferies Group, Inc.
520 Madison Avenue, 12th Floor
New York, New York 10022
520 Madison Avenue, 12th Floor
New York, New York 10022
Re: | Jefferies Group, Inc. Issuance of 20, 618,557 Shares of Common Stock Underwriting Agreement, dated April 8, 2011, between Jefferies Group, Inc. and Jefferies & Company, Inc. (the Underwriting Agreement) |
Ladies and Gentlemen:
We have acted as special counsel for Jefferies Group, Inc., a Delaware corporation (the Company)
in connection with the sale of 20,618,557 shares of the Companys common stock, $0.0001 par value
per share (the Shares), pursuant to the Underwriting Agreement and the Registration Statement on
Form S-3 (Registration Statement No. 333-160214) (the Registration Statement), filed by the
Company with the Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Act), the prospectus dated October 20, 2009 (the Base Prospectus), and
the prospectus supplement dated April 8, 2011 relating to the Shares (the Prospectus Supplement),
filed with the Commission pursuant to Rule 424(b) under the Act (the Base Prospectus and the
Prospectus Supplement are referred to collectively herein as the Prospectus). All of the Shares
to be sold by the Company as described in the Registration Statement and the Prospectus have been
previously issued by the Company, have been reacquired by it and are held in its treasury.
In rendering the opinion set forth below, we have reviewed (a) the Registration Statement and the
exhibits thereto; (b) the Companys Amended and Restated Certificate of Incorporation, including
the amendments thereto, filed with the Secretary of State of Delaware; (c) the Companys Amended
and Restated Bylaws; (d) the Underwriting Agreement; (e) a certificate of an officer of the Company
as to the Shares; (f) certain records of the Companys corporate proceedings as reflected in its
minute books; and (g) such statutes, other records and documents as we have deemed relevant. In
our examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and conformity with the originals of all documents
submitted to us as copies. In addition, we have made such other examinations of law and fact as we
have deemed relevant in order to form a basis for the opinion we express herein.
Based upon the foregoing, we are of the opinion that the delivery and sale of the Shares by the
Company pursuant to the Underwriting Agreement have been duly authorized by the Companys
Jefferies Group, Inc.
April 12, 2011
Page 2
April 12, 2011
Page 2
board of directors, and that the Shares have been validly issued and are fully paid and
nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the
references to this Firm under the caption Legal Matters in the Registration Statement. In giving
such consent, we do not thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act and the rules and regulations of the Commission
thereunder.
Very truly yours, |
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/s/ Morgan, Lewis & Bockius LLP | ||||