Exhibit 5.1


                                [MW&E Letterhead]



                                                  August 8, 2003

Valassis Communications, Inc.
19975 Victor Parkway
Livonia, Michigan 48152

         Re:      Registration Statement on Form S-3
                  Senior Convertible Notes due 2033
                  Shares of Common Stock, par value $0.01 per share
                  -------------------------------------------------


Ladies and Gentlemen:

     We have acted as special counsel to Valassis Communications, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "SEC") of a Registration
Statement on Form S-3 (the "Registration Statement") covering the resale by
selling securityholders of $239,794,000 in aggregate principal amount at
maturity of Senior Convertible Notes due 2033 (the "Notes") and the shares of
common stock, par value $0.01 per share, issuable upon conversion of the Notes
(the "Shares"). The Notes were issued pursuant to an Indenture, dated May 22,
2003, between the Company and BNY Midwest Trust Company, as trustee (the
"Indenture").

     In rendering the opinions set forth herein, we have examined the Restated
Certificate of Incorporation of the Company, as amended through the date hereof,
the Amended and Restated By-Laws of the Company, as amended through the date
hereof, the resolutions adopted by the Board of Directors of the Company on May
15, 2003, the resolutions adopted by the Pricing Committee of the Board of
Directors of the Company on May 16, 2003 and May 21, 2003, respectively, the
Indenture, the Registration Statement and such other documents, records and
matters of law as we have deemed necessary or appropriate as a basis for the
opinions set forth below.

     In our examination we have assumed the genuineness of all signatures
including indorsements, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. Our opinion with



Valassis Communications, Inc.
August 8, 2033
Page 2


respect to the validity and binding effect of any document or agreement is
subject to the effect of any applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and general principles of equity
(regardless of whether such validity or binding effect is considered in a
proceeding at law or in equity).

     Based upon the foregoing, and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:

     1. The Notes have been duly and validly authorized by the Company, and are
the valid and binding obligations of the Company.

     2. The Shares, when delivered in accordance with the provisions of the
Notes and the Indenture, will be duly and validly issued and fully paid and
non-assessable.

     Members of our firm are admitted to the Bar of the State of New York. We
express no opinion as to the laws of any jurisdiction other than 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.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the related prospectus under the
caption "Legal Matters" with respect to the matters stated therein.


                                                   Very truly yours,

                                                   /s/ McDermott, Will & Emery

                                                   MCDERMOTT, WILL & EMERY