October 25, 2011<\/p>\n
Board of Directors
\nOffice Depot, Inc.
\n6600 North Military Trail
\nBoca Raton, FL 33496<\/p>\n
Ladies and Gentlemen:<\/p>\n
We are acting as counsel to Office Depot, Inc., a Delaware corporation (the For purposes of this opinion letter, we have examined copies of such This opinion letter is based as to matters of law solely on the Delaware Based upon, subject to and limited by the foregoing, we are of the opinion This opinion letter has been prepared for use in connection with the We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Very truly yours,<\/p>\n \/s\/ HOGAN LOVELLS US LLP<\/p>\n HOGAN LOVELLS US LLP<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8401],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9629],"class_list":["post-43844","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-office-depot-inc","corporate_contracts_industries-retail__misc","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43844","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=43844"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43844"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43844"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43844"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\n“Company<\/strong>“), in connection with its registration statement on
\nForm S-8 (the “Registration Statement<\/strong>“), filed with the
\nSecurities and Exchange Commission under the Securities Act of 1933, as amended
\n(the “Act<\/strong>“) relating to the registration of 24,000,000 shares
\nof the common stock, par value $0.01 per share (the “Common
\nStock<\/strong>“) of the Company (the “Shares<\/strong>“), issuable under
\nthe Office Depot, Inc. 2007 Long-Term Incentive Plan (the “Plan<\/u>“) as a
\nresult of the Amendment to the Plan dated April 21, 2011. This opinion letter is
\nfurnished to you at your request to enable you to fulfill the requirements of
\nItem 601(b)(5) of Regulation S-K, 17 C.F.R. \u00a7 229.601(b)(5), in connection with
\nthe Registration Statement.<\/p>\n
\nagreements, instruments and documents as we have deemed an appropriate basis on
\nwhich to render the opinions hereinafter expressed. In our examination of the
\naforesaid documents, we have assumed the genuineness of all signatures, the
\nlegal capacity of all natural persons, the accuracy and completeness of all
\ndocuments submitted to us, the authenticity of all original documents, and the
\nconformity to authentic original documents of all documents submitted to us as
\ncopies (including telecopies). As to all matters of fact, we have relied on the
\nrepresentations and statements of fact made in the documents so reviewed, and we
\nhave not independently established the facts so relied on. This opinion letter
\nis given, and all statements herein are made, in the context of the foregoing.\n<\/p>\n
\nGeneral Corporation Law, as amended. We express no opinion herein as to any
\nother laws, statutes, ordinances, rules, or regulations. As used herein, the
\nterm “Delaware General Corporation Law, as amended” includes the statutory
\nprovisions contained therein, all applicable provisions of the Delaware
\nConstitution and reported judicial decisions interpreting these laws.<\/p>\n
\nthat following the issuance of the Shares pursuant to the terms of the Plan and
\nany applicable award agreements under the Plan, the Shares will be validly
\nissued, fully paid, and nonassessable.<\/p>\n
\nRegistration Statement. We assume no obligation to advise you of any changes in
\nthe foregoing subsequent to the effective date of the Registration Statement.\n<\/p>\n
\nRegistration Statement. In giving this consent, we do not thereby admit that we
\nare an “expert” within the meaning of the Securities Act of 1933, as amended.\n<\/p>\n