XXXXXXXX & XXXXX
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
To Call Writer Direct: 000 000-0000 Facsimile:
000 000-0000 000 000-0000
April 7, 1998
Tuesday Morning Corporation
TMI Holdings, Inc.
Tuesday Morning, Inc.
Friday Morning, Inc.
TMIL Corporation
00000 Xxxxxx Xxxx
Xxxxxx, XX 00000
Re: Tuesday Morning Corporation
TMI Holdings, Inc.
Tuesday Morning, Inc.
Friday Morning, Inc.
TMIL Corporation
Registration Statements on Form S-4
Registration Nos. 333-46017 and 333-46013
-----------------------------------------
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Tuesday Morning Corporation, a Delaware corporation (the "Company"), TMI
Holdings, Inc., a Delaware corporation ("TMIH"), Tuesday Morning, Inc., a Texas
corporation ("TMI"), Friday Morning, Inc., a Texas corporation ("FMI"), and TMIL
Corporation ("TMIL"), a Delaware corporation, (i) in connection with the
proposed registration by the Company of up to $100,000,000 in aggregate
principal amount of the Company's 11% Series B Senior Subordinated Notes due
2007 (the "Exchange Notes") pursuant to a Registration Statement on Form S-4
(Registration No. 333-46017) initially filed with the Securities and Exchange
Commission (the "Commission") on February 10, 1998 under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Notes Registration Statement")
and (ii) in connection with the proposed concurrent registration by the Company
of up to $25,699,306 aggregate liquidation preference of the Company's 13 1/4%
Senior Exchangeable Preferred Stock due 2009 (the "New Preferred Stock")
pursuant to a Registration Statement on Form S-4 (Registration No. 333-46013)
initially filed with the Commission on February 10, 1998 under the Act (such
XXXXXXXX & XXXXX
Tuesday Morning Corporation
TMI Holdings, Inc.
Tuesday Morning, Inc.
Friday Morning, Inc.
TMIL Corporation
April 7, 1998
Page 2
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Preferred Stock Registration Statement"). The obligations of the Company
under the Exchange Notes will be guaranteed (the "Note Guarantees") by TMIH,
TMI, FMI and TMIL (collectively, the "Subsidiary Guarantors"). The Exchange
Notes and the Note Guarantees are to be issued pursuant to the Indenture (the
"Indenture"), dated as of December 29, 1997 by and among the Company, the
Subsidiary Guarantors and Xxxxxx Trust and Savings Bank, as trustee, in exchange
for and in replacement of the Company's outstanding 11% Senior Subordinated
Notes due 2007 (the "Old Notes"), of which $100,000,000 in aggregate principal
amount is outstanding. The New Preferred Stock is to be issued pursuant to the
Company's Certificate of Designation as filed with the Secretary of the State of
Delaware on December 29, 1997, in exchange for and in replacement of the
Company's outstanding 13 1/4% Senior Exchangeable Preferred Stock due 2009 (the
"Old Preferred Stock") of which $25,699,306 aggregate liquidation preference is
outstanding. The Company and the Subsidiary Guarantors are referred to
collectively herein as the "Registrants."
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 Certificate of Incorporation and the Bylaws of each
of the Registrants, (ii) minutes and records of the corporate proceedings of the
Registrants with respect to the issuance of the Exchange Notes, the Note
Guarantees and the New Preferred Stock, (iii) the Notes Registration Statement
and the Senior Exchangeable Preferred Stock Registration Statement and (iv) that
certain Registration Rights Agreement, dated as of December 29, 1997, by and
among the Company, the Subsidiary Guarantors and Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and Xxxxxxx, Xxxxx
& Co. and that certain Registration Rights Agreement, dated as of December 29,
1997, by and among the Company, the Subsidiary Guarantors and Xxxxxxx Xxxxx.
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
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Tuesday Morning Corporation
TMI Holdings, Inc.
Tuesday Morning, Inc.
Friday Morning, Inc.
TMIL Corporation
April 7, 1998
Page 3
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 other than the Registrants. As to any
facts material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Registrants.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the assumptions, qualifications and the further
limitations set forth below, we are of the opinion that when (i) the Notes
Registration Statement and the Preferred Stock Registration Statement become
effective, (ii) the Board of Directors and the appropriate officers of the
Registrants have taken all necessary action to fix and approve the terms of the
Exchange Notes, the Note Guarantees and the New Preferred Stock, (iii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (iv) the Exchange Notes and the Note Guarantees have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Old Notes, (v) the New
Preferred Stock has been duly executed and authenticated in accordance with the
provisions of the Certificate of Designation and duly delivered to the
purchasers thereof in exchange for the Old Preferred Stock and (vi) the Exchange
Notes, the Note Guarantees and the New Preferred Stock will be validly issued
obligations of the Registrants.
XXXXXXXX & XXXXX
Tuesday Morning Corporation
TMI Holdings, Inc.
Tuesday Morning, Inc.
Friday Morning, Inc.
TMIL Corporation
April 7, 1998
Page 4
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to each of the Notes Registration Statement and the Preferred Stock
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Notes Registration Statement and the Preferred
Stock 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. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Notes
Registration Statement and Preferred Stock Registration Statement and is not to
be used, circulated, quoted or otherwise relied upon for any other purpose.
Sincerely,
Xxxxxxxx & Xxxxx
