OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
Published on May 2, 1997
EXHIBIT 5.1
May 1, 1997
Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, California 94549
Re: Central Garden & Pet Company/
Registration Statement on Form S-8
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Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the Central Garden & Pet Company Employee Stock
Purchase Plan (the "Plan"), of up to 400,000 shares of common stock, $.01 par
value ("Common Stock"), of Central Garden & Pet Company, a Delaware corporation
(the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 400,000 shares
of Common Stock to be issued by the Company pursuant to the Plan are validly
authorized shares of Common Stock, and, when issued in accordance with the
provisions of the Plan, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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