Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
2550 HANOVER STREET
PALO ALTO, CA 94304
(650) 251-5000
FACSIMILE (650) 251-5002
DIRECT DIAL NUMBER | E-MAIL ADDRESS |
January 6, 2012
Orchard Supply Hardware Stores Corporation
6450 Via Del Oro
San Jose, California 95119
Ladies and Gentlemen:
We have acted as counsel to Orchard Supply Hardware Stores Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to 1,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Shares”), pursuant to the Orchard Supply Hardware Stores Corporation 2011 Equity Incentive Plan (the “Plan”).
We have examined the Registration Statement and the Plan. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and, upon issuance and delivery in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
Very truly yours, |
/s/ SIMPSON THACHER & BARTLETT LLP |
SIMPSON THACHER & BARTLETT LLP |
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