Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
July 11, 2001
Venator Group, Inc.
112 West 34th Street
New York, New York 10120
Re: Venator Group Inc.'s Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to Venator Group, Inc., a New
York corporation (the "Company"), in connection with its filing with the
Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-3 on July 11, 2001 (the "Registration Statement") with
respect to the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $125,000,000 aggregate principal amount at
maturity of its 5.50% Convertible Subordinated Notes due 2008 (the
"Securities"), and shares of the Company's common stock (the "Common
Stock"), par value $0.01 per share (the "Shares"), issuable upon conversion
of the Securities, as contemplated by the Registration Rights Agreement,
dated as of June 8, 2001 (the "Registration Rights Agreement"), by and
among the Company, J.P. Morgan Securities Inc., Banc of America Securities
LLC, BNY Capital Markets, Inc., First Union Securities, Inc., Scotia
Capital (USA) Inc., and Fleet Securities, Inc. (collectively, the "Initial
Purchasers"). The Company issued the Securities pursuant to a purchase
agreement, dated as of June 4, 2001, by and among the Company and the
Initial Purchasers (the "Purchase Agreement"). The Securities and the
Shares are to be offered and sold by certain securityholders of the
Company.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement; (iii) an executed copy of the indenture, dated as of June 8,
2001 (the "Indenture"), between the Company and The Bank of New York, as
trustee; (iv) the Certificate of Incorporation of the Company, as amended
to date; (v) the By-laws of the Company, as amended to date; (vi) certain
resolutions of the Company's Board of Directors adopted by unanimous
written consent on May 23, 2001 relating to the issuance and sale of
securities, execution of a registration rights agreement and filing of a
registration statement and related matters; (vii) the Form T-1 of the
Trustee filed as an exhibit to the Registration Statement; (viii) the form
of note representing the Securities; and (ix) a specimen certificate
representing the Common Stock. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of
the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of executed documents, we have assumed
that the parties thereto, other than the Company, had or will have the
power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect on such parties. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. In rendering the opinion set forth in paragraph 2
below, we have assumed that the certificates evidencing the Shares will be
manually signed by one of the authorized officers of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar and will conform to the specimen certificate examined by us
evidencing the Common Stock.
Our opinions set forth herein are limited to the laws of the
State of New York which, in our experience, are normally applicable to
transactions of the type contemplated by the Registration Statement and
Registration Rights Agreement and to the extent that judicial or regulatory
orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental
authorities are relevant, to those required under such laws (all of the
foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on
Law or as to the effect of any such non opined on law on the opinions
herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. The Securities have been duly authorized and are valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof
may be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding
at law or equity).
2. The Shares initially issuable upon conversion of the
Securities have been duly authorized and reserved for issuance and, when
issued and delivered upon such conversion pursuant to the terms of the
Indenture, will be validly issued, fully paid and, except as provided in
section 630 of the New York Business Corporation Law (the "BCL"),
non-assessable.
In rendering the opinion set forth above in paragraph 1, we have
assumed that the execution and delivery by the Company of the Indenture and
the Securities and the performance by the Company of its obligations
thereunder do not violate, conflict with or constitute a default under any
agreement or instrument to which the Company or its properties is subject,
except for those agreements and instruments which have been identified to
us by the Company as being material to it and which are listed in Part 2 of
the Registration Statement or the Company's Annual Report on Form 10-K.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,