EX-5.1 2 dex51.htm OPINION OF STIKEMAN ELLIOTT LLP Opinion of Stikeman Elliott LLP

Exhibit 5.1

December 13, 2010

BIRKS & MAYORS INC.

1240 Square Phillips

Montreal, Quebec

Canada

H3B 3H4

Birks & Mayors Inc. (the “Company”)

Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to the Company in connection with the Registration Statement (the “Registration Statement”) on Form S-8 filed December 13, 2010 by the Company with the Securities and Exchange Commission (the “Commission”) for the purpose of registering, under the United States Securities Act of 1933, as amended (the “Securities Act”), Class A Voting Shares (without nominal or par value) of the Company’s share capital (the “Shares”), and more specifically:

(i) 242,944 Shares which may be issued by the Company to Mr. Thomas A. Andruskevich, the Company’s President and Chief Executive Officer (the “Participant”), pursuant to an amendment to an employment agreement dated March 16, 2010 between the Company and the Participant (the “Non-Plan Agreement”).

In connection with the opinion hereafter expressed, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Non-Plan Agreement, as well as such other documents, papers, instruments, certificates of public officials and corporate records, including the Company’s restated certificate and articles of incorporation dated November 14, 2005, as we have deemed necessary as a basis for the opinions set forth herein. We have relied as to factual matters on certificates or other documents furnished by the Company or the Company’s officers and by governmental authorities and upon such other documents and data that we have deemed appropriate. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of all persons executing such documents, the conformity to original documents of all documents submitted to us as copies, and the truth and correctness of any representations and warranties contained therein.

Our opinion expressed below is limited to the laws of the Province of Quebec and the federal laws of Canada applicable therein, and we do not express any opinion herein concerning any other law. Based upon and subject to the foregoing, we are of the opinion that, assuming no change in relevant facts, then (i) when the Registration Statement becomes effective under the Securities Act, and (ii) if the option is exercised by the Participant, and the subscription price therefor is paid to the Company by the Participant, in accordance with the terms of the Non-Plan Agreement pursuant to which such option was granted, up to 242,944 Shares will be validly issued, fully paid and non-assessable in accordance with the Canada Business Corporations Act.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the matters stated herein and is addressed to you for the purposes of registering the Shares underlying the Non-Plan Agreement under the Securities Act pursuant to the Registration Statement.

 

Very truly yours,

/s/ Stikeman Elliott LLP

STIKEMAN ELLIOTT LLP

 

2