EX-5.1 2 d590618dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

August 8, 2018

Lifetime Brands, Inc.

1000 Stewart Avenue

Garden City, New York 11530

 

RE:

Lifetime Brands, Inc., Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Lifetime Brands, Inc., a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the proposed offering and sale of up to 900,000 shares of common stock, par value $.01 per share, of the Company (the “Shares”), to be issued pursuant to the Lifetime Brands, Inc. Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Company’s Second Restated Certificate of Incorporation, as amended and the Company’s Amended and Restated Bylaws and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the Delaware General Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

 

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP