EX-5.1 2 ex5-1.txt OPINION OF CHOATE, HALL, & STEWART 1 EXHIBIT 5.1 CHOATE, HALL & STEWART A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS EXCHANGE PLACE 53 STATE STREET BOSTON, MASSACHUSETTS 02109-2891 TELEPHONE (617)248-5000 FACSIMILE (617) 248-4000 TELEX 49615860 August 17, 2000 Cyrk, Inc. 101 Edgewater Drive Wakefield, Massachusetts 01880 Ladies and Gentlemen: This opinion is delivered to you in connection with the registration statement on Form S-3 (the "REGISTRATION STATEMENT") to be filed on or about August 17, 2000 by Cyrk, Inc. (the "COMPANY") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), for registration under the Securities Act of shares of Common Stock, $.01 par value per share (the "COMMON STOCK"), of the Company. Capitalized terms used and not otherwise defined shall have the meanings given to them in the Registration Statement. We are familiar with the Company's Restated Certificate of Incorporation, its Amended and Restated By-Laws, and the records of its corporate proceedings. We have also examined such other documents, records and certificates and made such further investigation as we have deemed necessary for the purposes of this opinion. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock to be sold by the selling stockholders pursuant to the Registration Statement have been legally issued, fully paid and nonassessable. We understand that this opinion is to be used in connection with the Registration Statement and consent to the filing of this opinion as an exhibit to the Registration Statement. We further consent to the reference to this firm in the section entitled "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, CHOATE, HALL & STEWART