EX-5.1 3 dex51.txt OPINION OF SIDLEY AUSTIN BROWN & WOOD EXHIBIT 5.1 Sidley Austin Brown & Wood A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DALLAS Bank One Plaza BEIJING ----- ----- LOS ANGELES 10 S. Dearborn Street HONG KONG ----- ----- NEW YORK Chicago, Illinois 60603 LONDON ----- ----- SAN FRANCISCO Telephone 312 853 7000 SHANGHAI ----- ----- SEATTLE Facsimile 312 853 7036 SINGAPORE ----- ----- WASHINGTON, D.C. www.sidley.com TOKYO Founded 1866 August 8, 2001 CDW Computer Centers, Inc. 200 North Milwaukee Ave. Vernon Hills, IL 60061 Re: 500,000 Shares of Common Stock, $.01 par value per share ----------------------------------------- Ladies and Gentlemen: We refer to the Registration Statement on Form S-3 (the "Registration Statement") filed on August 8, 2001 pursuant to Rule 462(b) by CDW Computer Centers, Inc., an Illinois corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 500,000 shares of Common Stock, $.01 par value per share (the "Shares"), of the Company to be sold by certain shareholders of the Company (collectively, the "Selling Stockholders"). We are familiar with the proceedings to date with respect to the proposed sale of the Shares contemplated by the Registration Statement and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Illinois; and 2. The Shares are validly issued, fully paid and nonassessable. Sidley Austin Brown & Wood Chicago CDW Computer Centers, Inc. August 8, 2001 Page 2 We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares as contemplated by the Registration Statement. This opinion is limited to the Illinois Business Corporation Act. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Commission thereunder. Very truly yours, /s/ Sidley Austin Brown & Wood