\n| \n Re:<\/p>\n<\/td>\n | \n $225,000,000 Aggregate Principal Amount of 7.375% Senior Notes due 2021 of
\nAmerican Greetings Corporation <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Ladies and Gentlemen:<\/p>\n We are acting as counsel for American Greetings Corporation, an Ohio
\ncorporation (the “Company<\/em><\/strong>“), in connection with the
\nissuance and sale of $225,000,000 aggregate principal amount of 7.375% Senior
\nNotes due 2021 of the Company (the “Notes<\/em><\/strong>“), pursuant
\nto the Underwriting Agreement, dated November 16, 2011 (the
\n“Underwriting Agreement<\/em><\/strong>“), entered into by and between
\nthe Company and J.P. Morgan Securities LLC, acting as representative of the
\nseveral underwriters named therein (collectively, the
\n“Underwriters<\/em><\/strong>“). The Notes will be issued pursuant to
\nan indenture (the “Base Indenture<\/em><\/strong>“) to be entered into
\nbetween the Company and The Bank of Nova Scotia Trust Company of New York, as
\ntrustee (the “Trustee<\/em><\/strong>“), as amended and supplemented
\nby a supplemental indenture (the “Supplemental
\nIndenture<\/em><\/strong>“) to be entered into between the Company and the Trustee
\n(the Base Indenture, as so amended and supplemented by the Supplemental
\nIndenture, the “Indenture<\/em><\/strong>“).<\/p>\nIn connection with the opinion expressed herein, we have examined such
\ndocuments, records and matters of law as we have deemed relevant or necessary
\nfor purposes of such opinion. Based on the foregoing, and subject to the further
\nlimitations, qualifications and assumptions set forth herein, we are of the
\nopinion that the Notes, when they are executed by the Company and authenticated
\nby the Trustee in accordance with the Indenture and issued and delivered to the
\nUnderwriters against payment therefor in accordance with the terms of the
\nUnderwriting Agreement, will constitute valid and binding obligations of the
\nCompany.<\/p>\n For purposes of the opinion expressed herein, we have assumed that (i) the
\ndefinitive terms of the Notes will be established in accordance with the
\nprovisions of the Indenture and (ii) the Trustee will authorize, execute and
\ndeliver the Base Indenture and the Supplemental Indenture, and the Indenture
\nwill be the valid, binding and enforceable obligation of the Trustee.<\/p>\n \n<\/p>\n<\/p>\n <\/p>\n JONES DAY<\/p>\n American Greetings Corporation<\/p>\n November 29, 2011<\/p>\n Page 2<\/p>\n The opinion expressed herein is limited by bankruptcy, insolvency,
\nreorganization, fraudulent transfer and fraudulent conveyance, voidable
\npreference, moratorium or other similar laws and related regulations and
\njudicial doctrines from time to time in effect relating to or affecting
\ncreditors’ rights generally, and by general equitable principles and public
\npolicy considerations, whether such principles and considerations are considered
\nin a proceeding at law or at equity.<\/p>\n The opinion expressed herein is limited to the laws of the State of New York
\nand the laws of the State of Ohio, in each case as currently in effect, and we
\nexpress no opinion as to the effect of the laws of any other jurisdiction.<\/p>\n We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current
\nReport on Form 8-K dated the date hereof filed by the Company and incorporated
\nby reference into the Registration Statement on Form S-3, as amended
\n(Registration No. 333-177986) (the “Registration
\nStatement<\/em><\/strong>“), filed by the Company to effect the registration of
\nthe Notes under the Securities Act of 1933 (the
\n“Act<\/em><\/strong>“) and to the reference to Jones Day under the
\ncaption “Legal Matters” in the prospectus constituting a part of such
\nRegistration Statement. In giving such consent, we do not thereby admit that we
\nare included in the category of persons whose consent is required under Section
\n7 of the Act or the rules and regulations of the Securities and Exchange
\nCommission promulgated thereunder.<\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Very truly yours,<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n \/s\/ Jones Day<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6669],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9629],"class_list":["post-43826","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-greetings-corp","corporate_contracts_industries-media__other","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43826","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43826"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43826"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43826"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43826"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | |