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Exhibit
5.1
Re: Registration
Statement on Form S-8
Gentlemen:
This opinion is submitted pursuant to
the applicable rules of the Securities and Exchange Commission with respect to
the registration for public sale of up to 171,900 shares of common stock of
Inter Parfums, Inc. (“Common Stock”) issuable upon the exercise of stock options
granted under the Company’s employee stock option plans and non-employee
director stock option plans.
In connection therewith, we have
examined and relied upon original, certified, conformed, photostat or other
copies of (a) the Certificate of Incorporation, as amended, and Bylaws of the
Company; (b) resolutions of the Board of Directors and shareholders of the
Company authorizing the adoption of such stock option plans; (c) the
Registration Statement and the exhibits thereto; and (d) such other matters of
law as we have deemed necessary for the expression of the opinion herein
contained. In all such examinations, we have assumed the genuineness of all
signatures on original documents, and the conformity to originals of certified
documents of all copies submitted to us as conformed, photostat or other copies.
In passing upon certain corporate records and documents of the Company, we have
necessarily assumed the correctness and completeness of the statements made or
included therein by the Company, and we express no opinion thereon. As to the
various questions of fact material to this opinion, we have relied, to the
extent we deemed reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independently checking or verifying the
accuracy of such documents, records and instruments.
Based upon and in reliance of the
foregoing, we are of the opinion that the shares of Common Stock, when issued in
accordance with the Company’s stock option plans referred to above and certain
stock option agreements pursuant thereto, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
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Very
truly yours,
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/s/
GrayRobinson, P.A.
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GrayRobinson,
P.A.
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