Exhibit 5.1

 

SIDLEY AUSTIN BROWN & WOOD

 

DALLAS

LOS ANGELES

NEW YORK

SAN FRANCISCO

WASHINGTON, D.C.


  

BANK ONE PLAZA

10 S. DEARBORN STREET

CHICAGO, ILLINOIS 60603

TELEPHONE 312 853 7000

FACSIMILE 312 853 7036

www.sidley.com

 

FOUNDED 1866

  

BEIJING

GENEVA

HONG KONG

LONDON

SHANGHAI

SINGAPORE

TOKYO

 

May 8, 2003

 

CDW Computer Centers, Inc.

200 North Milwaukee Ave.

Vernon Hills, IL 60061

 

Re:

   

1,108,864 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 May 8, 2003 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 1,108,864 shares of Common Stock, $.01 par value per share (the “Shares”), of the Company to be sold by certain shareholders of the Company.

 

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.

 

We do not find it necessary for the purposes of this opinion letter 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 letter is limited to the laws of the State of Illinois.

 

CDW Computer Centers, Inc.

May 8, 2003

Page 2

 

We hereby consent to the filing of this opinion letter 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