EX-5.1 3 forms-8dec2025exhibit51.htm EX-5.1 Document

Exhibit 5.1
 
Cahill Gordon & Reindel LLP
32 Old Slip
New York, NY 10005
TELEPHONE: (212) 701-3000
WWW.CAHILL.COM



900 16th STREET, N.W. Suite 500
WASHINGTON, DC 20006
(202) 862-8900
221 W. 10th STREET
WILMINGTON, DE 19801
(302) 884-0000


20 FENCHURCH STREET
LONDON EC3M 3BY
+44 (0) 20 7920 9800
 
December 10, 2025
1-800-Flowers.com, Inc.
Two Jericho Plaza
Jericho, New York 11753
 
Re:         S-8 Registration Statement
 
Ladies and Gentlemen:
 
We have acted as counsel to 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) registering under the Securities Act of 1933, as amended, (the “Act”) 5,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), to be issued pursuant to the Company’s 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020, and amended as of October 3, 2023 and as of October 9, 2025) (the “Plan”).
 
We have examined copies of such corporate records and made such inquiries as we have deemed necessary for purposes of rendering the opinion set forth below.
 
Based upon the foregoing, in our opinion, the shares of the Common Stock to be issued by the Company when issued in the manner contemplated by the Plan will be legally issued, fully paid and non-assessable.
 
In rendering the opinion set forth above, we express no opinion as to the laws of any jurisdiction other than 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 a copy of this opinion with the Commission 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 or the rules and regulations of the Commission thereunder.
 
Very truly yours,
/s/ Cahill Gordon & Reindel llp