EX-5.1
Published on June 5, 2009
EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
INCLUDING PROFESSIONAL CORPORATIONS
2029
Century Park East, Suite 4000, Los Angeles, California 90067-3026
(310) 552-8500
www.gibsondunn.com
June 5, 2009
Direct Dial | C 50486-00001 | |
(310) 552-8500 | ||
Fax No. | ||
(310) 551-8741 |
Korn/Ferry International
1900 Avenue of the Stars, Suite 2600
Los Angeles, CA 90067
1900 Avenue of the Stars, Suite 2600
Los Angeles, CA 90067
Re: | Proposed Offering of up to 2,500,000 Shares of Common Stock Pursuant to Korn/Ferry International 2008 Stock Incentive Plan |
Ladies and Gentlemen:
We have examined this Amendment No. 1 to the Registration Statement on Form S-8 (the Registration Statement), of
Korn/Ferry International, a Delaware corporation (the Company), filed with the Securities and
Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the
Securities Act), in connection with the offering by the Company of up to 2,500,000 shares of the
Companys common stock, par value $0.01 per share, (the Shares). The Shares subject to the
Registration Statement are to be issued under the Korn/Ferry International 2008 Stock Incentive
Plan (the Plan).
We have examined the originals, or photostatic or certified copies, of such records of the
Company and certificates of officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as the basis for the opinions set forth below.
In our examination, we have assumed the genuineness of all signatures, the legal capacity and
competency of all natural persons, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions
stated and in reliance on statements of fact contained in the documents that we have examined, we
are of the opinion that the Shares, when issued and sold in accordance with the terms set forth
in the Plan and against payment therefor, and when the Registration Statement has become effective
under the Securities Act, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and Regulations of the
Commission.
Very truly yours, |
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/s/ Gibson, Dunn & Crutcher LLP | ||||