Exhibit 5.1
November 4, 1997
Big Flower Holdings, Inc.,
0 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 3,484,114 shares (the "Securities") of Common Stock, par value
$0.01 per share, of Big Flower Holdings, Inc., a Delaware corporation (the
"Company"), and related preferred stock purchase rights (the "Rights") to be
issued pursuant to the Rights Agreement, dated as of November 28, 1995 (the
"Rights Agreement"), between the Company and the Bank of New York, as Rights
Agent (the "Rights Agent"), we, as your special counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) When the Registration Statement relating to the Securities
and the Rights (the "Registration Statement") has become effective
under the Act, the terms of the sale of the Securities have been duly
established in conformity with the Company's certificate of incor-
poration so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding on the Company
and so as to comply with any requirement or
Big Flower Holdings, Inc. -2-
restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly issued
and sold as contemplated by the Registration Statement and the
Company's Restated 1993 Stock Award and Incentive Plan (the "Plan")
under which the Securities are to be issued, the Securities will be
validly issued, fully paid and non-assessable.
(2) Assuming that the Board of Directors of the Company, after
fully informing itself with respect to the Rights Agreement and the
Rights and after giving due consideration to all relevant matters,
determined that the execution and delivery of the Rights Agreement and
the issuance of the Rights thereunder would be in the best interests of
the Company and its shareholders, and assuming further that the Rights
Agreement has been duly authorized, executed and delivered by the
Rights Agent, then when the Registration Statement has become effective
under the Act and the Securities have been validly issued and sold as
contemplated by the Registration Statement and the Plan, the Rights
attributable to the Securities will be validly issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question of whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
Big Flower Holdings, Inc. -3-
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ XXXXXXXX & XXXXXXXX
