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Exhibit
5.1
March 31,
2009
Dennis H.
Nelson
President
and Chief Executive Officer
The
Buckle, Inc.
2407 West
24th Street
Kearney,
Nebraska 68845-4915
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Re:
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Registration
Statement on Form S-8 for The Buckle, Inc. 2008 Director Restricted Stock
Plan
Our
File No. 14128.002
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Dear Mr.
Nelson:
We have acted as legal counsel for The
Buckle, Inc., a Nebraska corporation (the “Company”), in connection with the
Company’s preparation of the above referenced Registration Statement on Form S-8
(the “Form S-8”) being filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Act”). The Form
S-8 relates to the registration of up to 90,000 shares of the Company’s common
stock (the “Shares”) that may be offered under The Buckle, Inc. 2008 Director
Restricted Stock Plan (the “Plan”).
In connection herewith, we have
examined: (i) the Form S-8; (ii) the Articles of Incorporation, as amended, and
the By-laws of the Company; (iii) the corporate minutes and proceedings of the
Company applicable to the filing of the Form S-8; and (iv) such other
proceedings, documents and records as we deemed necessary or appropriate for the
purposes of making this opinion. In making such examinations, we have
assumed the genuineness of all signatures on all documents and conformed
originals to all copies submitted to us as conformed or photocopies. In addition
to such examination, we have ascertained or verified such additional facts as we
deem necessary or appropriate for purposes of this opinion. However,
as to various questions of fact material to our opinion, we have relied upon
representations, statements or certificates of officers, directors or
representatives of the Company or others.
Based upon the foregoing, we are of the
opinion that: (i) the Company has been legally incorporated and is validly
existing under the laws of the State of Nebraska; and (ii) the Shares issued
pursuant to the Plan, upon issuance and payment therefor, as contemplated by the
Plan and the Form S-8, will be validly issued, fully paid and non-assessable
common stock of the Company.
We hereby consent to the filing of this
opinion as an exhibit to the Form S-8. In giving this consent, we do
not admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations of the Commission
promulgated thereunder.