Exhibit 5.1
OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP
August 1, 2006
Board of Directors
DSW Inc.
4150 East 5th Avenue
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as Ohio counsel to Retail Ventures, Inc., an Ohio corporation (“RVI”), and DSW
Inc., an Ohio corporation (“DSW”), in connection with the sale by RVI to Lehman Brothers Inc., as
Underwriter, of (a) $125,000,000 aggregate principal amount of RVI’s Mandatorily Exchangeable Notes
Due 2011 (the “Firm PIES”) to be issued under the Indenture (the “Indenture”), proposed to be
entered into between RVI and HSBC Bank USA, National Association (“HSBC”), as trustee, and (b) up
to an additional $18,750,000 aggregate principal amount of PIES (the “Option PIES”) subject to
option to cover over-allotments. The Firm PIES and the Option PIES are collectively referred to
herein as the “PIES.” Except to the extent RVI exercises its cash settlement option provided in
the Indenture, the PIES are mandatorily exchangeable pursuant to the terms and conditions set forth
in the Indenture into DSW’s Class A common shares, no par value per share (the “Class A Shares”),
which are issuable upon exchange of DSW’s Class B common shares, no par value per share (the “Class
B Shares”) beneficially owned by RVI. The Class B Shares are exchangeable by RVI for an equal
number of Class A Shares pursuant to the Exchange Agreement (the “Exchange Agreement”), dated July
5, 2005, by and between RVI and DSW. Initially, RVI is pledging sufficient Class B Shares pursuant
to the Collateral Agreement, proposed to be entered into between RVI and HSBC, as trustee,
collateral agent and securities intermediary, to satisfy RVI’s obligations to deliver the Class A
Shares upon settlement of the PIES.
For purposes of this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary,
including:
(a)(i) the RVI Registration
Statement on Form S-3 (File No. 333-134225), as
filed with the Securities and Exchange Commission (the “Commission”) on May 17, 2006
under the Securities Act of 1933, as amended (the “Securities Act”);
(ii) Pre-Effective Amendment No. 1 to the RVI Registration
Statement, as filed with the Commission on June 23, 2006 under the Securities Act; (iii) Pre-Effective
Amendment No. 2 to the RVI Registration
Statement, as filed with the Commission on July 17, 2006 under
the Securities Act; and (iv) Pre-Effective
Amendment No. 3 to the RVI Registration Statement, as filed
with the Commission on August 2, 2006; and
(b)(i) the DSW Registration
Statement initially filed on Form S-1 (File No. 333-134227)
as filed with the Commission on May 17, 2006 under the Securities Act; (ii) Pre-Effective
Amendment No. 1 to
the DSW Registration Statement, as filed with the Commission on June 23, 2006 under the Securities
Act; (iii) Pre-Effective
Amendment No. 2 to the DSW Registration Statement, as filed
with the Commission on July 17, 2006 under the Securities Act
(converting the registration statement
from Form S-1 to Form S-3 following DSW’s eligibility to use Form S-3);
and (iv) Pre-Effective Amendment No. 3 to the DSW Registration Statement,
as filed with the Commission on August 2, 2006
(such DSW Registration Statement, as so amended, being hereinafter referred to as the “DSW
Registration Statement”).
In all such examinations, we have
assumed without independent investigation or inquiry the legal capacity of all natural persons
executing documents, the genuineness of all signatures on original or certified copies, the
authenticity of all original or certified copies and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. The opinions
expressed below are limited in all respects to the application of the General Corporation Law of
Ohio, including the statutory provisions, all applicable provisions
of the state constitution and reported judicial decisions
interpreting these laws.
Based on the foregoing, and subject to the limitations and qualifications set forth herein, it
is our opinion that the Class A Shares into which the PIES are exchangeable have been duly
authorized and reserved for issuance and, when issued by DSW to (or as directed by) RVI pursuant to
the Exchange Agreement, will be validly issued, fully paid and non-assessable.