SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ONE FIRST NATIONAL PLAZA
DALLAS CHICAGO, ILLINOIS 00000 XXXXXXXXXX, X.X.
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LOS ANGELES FACSIMILE 000 000 0000 LONDON
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NEW YORK FOUNDED 1866 SINGAPORE
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TOKYO
WRITER'S DIRECT NUMBER
March 5, 1997
Bell Sports Corp.
00000 Xxxxx Xxxxxx Xxxx
Xxxxx 0
Xxxxxxxxxx, Xxxxxxx 00000
Re: 70,000 Shares of Common Stock and
70,000 Preferred Stock Purchase Rights
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Bell Sports Corp., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 70,000 shares of Common Stock, $.01 par value,
of the Company (the "Registered Common Stock"), together with 70,000 Preferred
Stock Purchase Rights of the Company (the "Registered Rights") associated
therewith, to be issued under the Restated and Amended Bell Sports Corp. 1993
Outside Directors Stock Option Plan (the "Stock Option Plan"). The terms of the
Rights are set forth in the Stockholders Rights Agreement dated as of September
22, 1994, as amended by the First Amendment dated as of February 15, 1995
thereto (collectively, the "Rights Agreement"), between the Company and Xxxxxx
Trust and Savings Bank, as Rights Agent.
We are familiar with the proceedings to date with respect to
the proposed issuance of the Registered Common Stock and the Registered Rights
under the Stock Option Plan and have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
SIDLEY & AUSTIN CHICAGO
Bell Sports Corp.
March 5, 1997
Page 2
2. Each share of the Registered Common Stock which is newly
issued pursuant to the Stock Option Plan will constitute a share of Common Stock
of the Company which has been duly authorized and validly issued and is fully
paid and non-assessable when (i) the Registration Statement shall have become
effective under the Securities Act; and (ii) a certificate representing such
share shall have been duly executed, countersigned and registered and duly
delivered upon payment of the agreed consideration therefor (not less than the
par value thereof) determined in accordance with the terms of the Stock Option
Plan.
3. The Registered Right associated with each share of
Registered Common Stock referred to in paragraph 2 will be legally issued when
(i) such Registered Right shall have been duly issued in accordance with the
terms of the Rights Agreement and (ii) such associated share shall have been
duly issued and paid for as set forth in paragraph 2.
This opinion is limited to the General Corporation Law of the
State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
Xxxxxx & Austin
