EX-5.1 5 c70407exv5w1.txt OPINION OF M. FRANCES DURDEN Exhibit 5.1 June 27, 2002 Enesco Group, Inc. 225 Windsor Drive Itasca, IL 60143 RE: Enesco Group, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I am the Vice President, Secretary and General Counsel of Enesco Group, Inc., a Massachusetts corporation (the "Company"), and am issuing this opinion in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission (the "Commission") on or about June 27, 2002 (the "Registration Statement") for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the "1933 Act"): (1) 50,000 shares of common stock of the Company (the "Smith Option Shares"), par value $.125 per share, issuable upon the exercise of options granted under the stock option award, dated June 6, 2001, to Jeffrey S. Smith by the Company and (2) 35,994 shares of common stock of the Company (the "Perez Option Shares"), par value $.125 per share, issuable upon the exercise of options granted under the stock option award, dated June 22, 2001, to Paul Perez by the Company (collectively, the "Plans"). The Smith Option Shares and the Perez Option Shares are collectively referred to herein as the "Shares". In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the Plans, (iii) the Restated Articles of Organization and the By-laws of the Company, as amended, each as currently in effect, (iv) certain resolutions adopted by the Board of Directors of the Company relating to the Plans and certain other related matters, and (v) a certificate of the Secretary of the Commonwealth of Massachusetts dated May 30, 2002, certifying that the Company has legal existence and is in good standing in the Commonwealth of Massachusetts; and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others regarding, among other things, the compliance with all provisions of the Plans. I am admitted to the Bar of the State of Illinois and do not purport to be an expert on any law other than the substantive law of the State of Illinois. Page Two Enesco Group, Inc. June 27, 2002 Based upon and subject to the foregoing, I am of the opinion that: (1) the Company is duly incorporated and validly existing under the laws of the Commonwealth of Massachusetts; and (2) the Shares have been duly authorized for issuance and, when the Shares have been paid for and certificates therefor have been issued and delivered upon exercise of options in accordance with the terms of the Plans as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. I do not find it necessary for the purposes of this opinion letter to cover, and accordingly I express no opinion as to the application of, the securities or blue sky laws of the various states to the sale of the Shares. I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to my attention with respect to the opinions expressed above, including any change in applicable law. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ M. Frances Durden M. Frances Durden General Counsel