EXHIBIT 5.1
KIRKLAND & ELLIS
Partnerships Including Professional Corporations
200 East Randolph Drive
Chicago, Illinois 60601
312 861-2000 Facsimile:
312 861-2200
November 22, 1996
SCP Pool Corporation
109 Northpark Boulevard
Covington, Louisiana 70433-5001
Ladies and Gentlemen:
We have acted as special counsel to you, SCP Pool Corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") pertaining to the registration of
200,000 shares of the Company's Common Stock, par value $0.001 per share (the
"Common Shares"), to be offered and sold pursuant to the SCP Pool Corporation
Non-Employee Directors Equity Incentive Plan (the "Plan").
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and
public records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Restated Certificate of
Incorporation of the Company, (ii) the Restated Bylaws of the Company, (iii)
resolutions of the Board of Directors of the Company adopting the Plan, (iv)
resolutions of the Board of Directors of the Company approving the filing of
this Registration Statement, and (v) minutes of the annual meeting of
stockholders of the Company held on May 8, 1996.
For the purposes of this opinion, we have assumed the authenticity of
all documents submitted to us as originals and the authenticity and conformity
to the originals of all documents submitted to us as copies. We have also
assumed 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 other than the Company, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company.
Based on the foregoing and subject to the further qualifications set
forth below, we are of the opinion that each Common Share registered under the
Registration Statement will be validly issued, fully paid and non-assessable if
and when the following conditions are satisfied: (i) such share is issued in
acordance with the terms of the Plan, (ii) the purchaser pays the full
SCP Pool Corporation
November 22, 1996
Page 2
consideration, if any, for such share in accordance with the terms of the Plan,
and (iii) the Company takes the actions necessary to cause delivery of a valid
certificate representing such share.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the sale of Common Shares.
We are qualified to practice law in the State of Illinois, and we
express no opinions as to matters under or involving any laws other than the
laws of the State of Illinois, the federal laws of the United States of America
and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, is solely for your benefit, and is not to be used,
circulated, quoted or otherwise relied upon by any other person, or by you for
any other purposes, without our prior written consent.
Very truly yours,
/s/ Kirkland & Ellis
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KIRKLAND & ELLIS