EX-5.23 24 a2203136zex-5_23.htm EX-5.23

Exhibit 5.23

 

[          ], 2011

 

[Shook, Hardy & Bacon LLP Letterhead]

 

ClubCorp Club Operations, Inc.

3030 LBJ Freeway, Suite 600

Dallas, Texas  75234

 

Ladies and Gentlemen:

 

We have acted as special counsel in the State of Kansas (the “State”) to LionsGate Golf Club, Inc., a Kansas corporation (the “Guarantor”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by ClubCorp Club Operations, Inc., a Delaware corporation (the “Issuer”), the Guarantor and the other registrant guarantors named therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of up to $415,000,000 aggregate principal amount of 10% Senior Notes due 2018 (the “Exchange Notes”) and the issuance by the Guarantor and the other guarantors of guarantees with respect to the Exchange Notes.  The Exchange Notes will be issued under, and the guarantees are issued as provided in, an indenture dated as of November 30, 2010 (the “Indenture”), among the Issuer, the guarantors named therein (including the Guarantor) and Wilmington Trust FSB, as trustee (the “Trustee”).  The Issuer will offer the Exchange Notes and the guarantees in exchange for up to $415,000,000 aggregate principal amount of its outstanding 10% Senior Notes due 2018 and the related guarantees.  In connection therewith, the Guarantor has requested that we deliver to you our opinion regarding certain matters.  Capitalized terms used without definition herein have the meanings assigned to such terms in the Indenture described below.

 

In such capacity, we have examined and reviewed executed copies of the following documents dated November 30, 2010 (collectively, the “Transaction Documents”):

 

A.                                   Registration Rights Agreement, among the Issuer, the Guarantor, other Guarantors, and the Purchaser; and

 

B.                                     Indenture, among the Issuer, the Guarantor, and other Guarantors, which we understand has been filed with the Commission as an exhibit to the Registration Statement.

 

For purposes of this opinion letter, the term “Guarantee” shall mean that certain guarantee given by the Guarantor in relation to the Indenture.

 

In rendering our opinions herein, we have also examined such matters of law, and examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials, certificates of officers and other representatives of the Guarantor with respect to any factual matters involved which are relevant to this opinion, and other instruments and documents, as in our judgment are necessary or appropriate to enable us to render the opinions expressed in this opinion

 


 

letter.  Except as indicated in the previous sentence with respect to certificates of public officials and the Guarantor, we have not undertaken any independent investigation to determine the existence or absence of facts, conditions, and circumstances which might bear on the transactions described in the Transaction Documents.  As to various questions of fact material to our opinion, we have relied upon that certain Officer’s Certificate, issued by the Guarantor and effective as of November 30, 2010 and that certain Officer’s Certificate, issued by the Guarantor and effective as of [          ], 2011 (a copy of which is attached hereto) (collectively, the “Officer’s Certificates”).

 

For purposes of rendering the opinions contained herein, we have made, with your permission and without independent investigation, the following assumptions:

 

a.                                       All signatures upon all documents submitted to us are genuine.

 

b.                                      Each individual executing and delivering the Transaction Documents and the Officer’s Certificates on behalf of the Guarantor is legally competent to do so.

 

c.                                       All factual matters, including without limitation, the statements, recitals, representations and warranties, set forth in the Transaction Documents and in any certificates given to us by the Guarantor, including the Officer’s Certificates, are accurate, true, correct, and complete as set forth therein.

 

d.                                      All certifications made to us by public officials concerning factual matters are accurate and complete as of the date hereof.

 

e.                                       (i) All documents submitted to us as certified, conformed, draft, photostatic, or telefacsimilied copies conform to the original documents; (ii) all such original documents and all documents submitted to us as originals are authentic; and (iii) all original executed documents conform to the unexecuted copies of the documents submitted to us, and none of the completions or attachments are or shall be inconsistent with the forms which we have reviewed.

 

f.                                         The transactions contemplated by the Transaction Documents that are to be consummated prior to or on the date hereof have been consummated prior to or simultaneously with the delivery of this opinion letter.

 

g.                                      The opinion recipients have acted in good faith and without notice of any defense (such as, but not limited to, fraud in the inducement, duress, waiver, or estoppel) against enforcement of any rights created by, or any adverse claim to, any property or security interest transferred or created as part of, or contemplated by, the Transaction Documents.

 

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Based upon the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

 

1.                                       Based upon the certificate dated March 21, 2011, issued by the Secretary of State of the State of Kansas, the Guarantor is a corporation in good standing under the laws of the State of Kansas.  The Guarantor is validly existing under the laws of the State of Kansas.

 

2.                                       The Guarantor has the corporate power and authority to execute, deliver, and perform the Guarantor’s obligations under the Transaction Documents and the Guarantee.

 

3.                                       The Transaction Documents have been duly and validly executed by the Guarantor.  Based upon the Officer’s Certificate dated [          ], 2011, the Transaction Documents have been delivered by the Guarantor.

 

4.                                       The execution and delivery of the Transaction Documents and the Guarantee by the Guarantor, and the performance of the Guarantor’s obligations under the Transaction Documents and the Guarantee, has been duly authorized by all requisite action of the Guarantor.

 

5.                                       The execution and delivery by the Guarantor of the Transaction Documents and the performance by the Guarantor of its obligations under the Transaction Documents does not (a) conflict with or violate any provision of the Articles of Incorporation or the Bylaws of the Guarantor, (b) conflict with or violate any State law, rule, regulation, or local ordinance applicable to the Guarantor, or (c) conflict with or violate any judgment, writ, injunction, decree, order, or ruling of any State court or governmental authority binding on the Guarantor.

 

6.                                       When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon consummation of the exchange described in the Registration Statement, the Guarantee of the Guarantor will constitute the valid and legally binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.

 

Notwithstanding anything herein to the contrary, the foregoing opinions are further subject to the following qualifications, limitations, and comments:

 

(a)                                  The enforceability of the Guarantee may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership,

 

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moratorium or similar laws affecting generally the enforcement of rights of creditors and contracting parties; (ii) subject to general principles of equity, including, without limitation, the doctrines of good faith, fair dealing, unconscionability, reasonableness and materiality, and the discretion of courts in invoking equitable remedies, including, without limitation, injunctive relief and specific performance (in each case whether such enforceability is considered in a proceeding in equity or at law); and (iii) subject to the qualification that certain provisions of the Transaction Documents may be unenforceable in whole or in part, but such unenforceability will not render the Transaction Documents invalid as a whole nor preclude judicial enforcement of repayment, acceleration of the obligations or foreclosure on the collateral in the event of a material breach of a payment obligation or other material provision of the Transaction Documents.

 

(b)                                 Notwithstanding any reference in the Transaction Documents or this letter to the laws of any other jurisdictions, the opinions expressed herein are limited solely to the laws of the State.

 

(c)                                  This opinion does not constitute a guaranty of the Transaction Documents or security therefor nor of any of the obligations or other matters referred to or opined upon herein.

 

(d)                                 In basing our opinions set forth in this opinion letter on “our knowledge,” the words “our knowledge” and other such similar language signify that, in the course of our representation of the Guarantor, no facts have come to the attention of the attorneys within our law firm who have been directly involved in representing the Guarantor in connection with the Note Offering or who we reasonably believe have knowledge of the affairs of the Guarantor that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that the Transaction Documents are not accurate and complete.  Except as otherwise stated in this opinion, we have undertaken no investigation or verification of such matters.

 

(e)                                  This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are based upon the applicable State laws and the facts in existence as of the date of this opinion letter.  In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective.

 

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This letter is rendered to the addressee hereof, and its successors and assigns, in connection with the debt offering described in the Transaction Documents and may be relied upon by the addressee’s counsel, Simpson Thacher & Bartlett LLP, in connection with the filing of the Registration Statement.  We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

 

 

Very truly yours,

 

 

 

 

 

 

 

SHOOK, HARDY & BACON L.L.P.

 

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OFFICER’S CERTIFICIATE

of the Guarantors Listed on Schedule I Hereto

 

This Officer’s Certificate dated as of May 6, 2011 (the “Certificate”) is furnished in connection with that certain Registration Statement on Form S-4 (the “Registration Statement”) filed by ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), and the guarantors named therein and listed on Schedule I hereto (collectively, the “Guarantors”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $415,000,000 aggregate principal amount of 10% Senior Notes due 2018 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes.  The Exchange Notes will be issued under, and the Guarantees are issued as provided in, an indenture dated as of November 30, 2010 (the “Indenture”) among the Company, the Guarantors, and Wilmington Trust FSB, as trustee.  The Company and the Guarantors will offer the Exchange Notes and Guarantees in exchange for up to $415,000,000 aggregate principal amount of its outstanding 10% Senior Notes due 2018 and related guarantees (the “Transactions”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Officer’s Certificate of each Guarantor, dated November 30, 2010 (the “November Certificate”), signed by Ingrid Keiser, as Secretary of each of the Guarantors.

 

The undersigned, Ingrid J. Keiser, hereby certifies that she is the duly elected and acting Secretary of each of the Guarantors, and as such is authorized to execute and deliver this Certificate.  The undersigned hereby certifies in her capacity as Secretary of each of the Guarantors (and not in the undersigned’s individual capacity) that:

 

1.               There is no oral or written agreement or instruments or understanding that affects the rights and obligations of the parties set forth in the Indenture and Guarantees, or that would have a material effect on the opinions (the “Opinions”) expressed in the opinions of counsel delivered in connection with the filing of the Registration Statement.  The Indenture and Guarantees accurately describe and contain the complete and mutual understanding of the parties thereto, and all material terms and conditions of the Transactions are correctly and completely reflected in the Indenture and Guarantees; and there has been no amendment or waiver of any of the provisions of the Indenture or Guarantees by conduct of the parties or otherwise.

 

2.               There are no judgments, orders, writs, injunctions or decrees binding on any Guarantor relating to the Indenture or performance of any Guarantor of its obligations under the Indenture.

 

3.               Each Guarantor’s respective Organizational Document, Bylaws, Limited Liability Company Agreement, Limited Partnership Agreement, Joint Venture Agreement and Resolutions (as applicable, and each as attached to the November Certificate of each Guarantor) remain authentic, complete, accurate and in full force and effect and have not been amended, annulled, modified, rescinded, revoked or supplemented; and each

 


 

Guarantor’s respective Resolutions constitute the only resolutions adopted by each such Guarantor.

 

4.               The Indenture and Registration Rights Agreement have been delivered by each Guarantor.

 

5.               There are no facts or events in connection with the execution and delivery of either the Indenture or Exchange Notes that would materially impair its validity or enforceability.

 

6.               Except to the extent that the Company may from time to time notify the counsel delivering the Opinions, no Guarantor will take any action or make any omission subsequent to the date of this Certificate and prior to, and including, the date of effectiveness of the Registration Statement that will have a material effect on the Opinions, including enforceability of the Guarantees and the good standing or existence, as applicable, of each Guarantor in its respective jurisdiction of organization.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned has executed this Certificate and caused this Certificate to be delivered as of the first date written above.

 

 

/s/ Ingrid J. Keiser

 

Ingrid J. Keiser

 

Secretary of each of the Guarantors

 

listed on Schedule I hereto

 

The undersigned hereby certifies that he is the duly elected, qualified and acting Treasurer of each of the Guarantors, and hereby further certifies that Ingrid J. Keiser is the duly elected, qualified and acting Secretary of each of the Guarantors, that the above signature is her genuine signature, and that she is authorized to deliver this Certificate.

 

 

/s/ Curt D. McClellan

 

Curt D. McClellan

 

Treasurer of each of the Guarantors

 

listed on Schedule I hereto

 

[Signature Page to Officer’s Certificate of the Guarantors]

 


 

Schedule I

 

List of Guarantors

 

Name of Guarantor

 

Form of Entity and
Jurisdiction of Organization

Capital City Club of Montgomery, Inc.

 

Alabama corporation

The Summit Club, Inc.

 

Alabama corporation

GRanch Golf Club, Inc.

 

Arizona corporation

Anthem Golf, LLC

 

Arizona limited liability company

Diamante’ Golf Club Management, Inc.

 

Arkansas corporation

Diamante’ Golf Club Partners, Inc.

 

Arkansas corporation

MH Villas, Inc.

 

California corporation

Aliso Viejo Golf Club Joint Venture

 

California limited partnership

Aspen Glen Golf Club Management Company

 

Colorado corporation

ClubCorp Airways Golf, Inc.

 

Delaware corporation

ClubCorp Aliso Viejo Holding Corp.

 

Delaware corporation

ClubCorp Aven Holdings, Inc.

 

Delaware corporation

ClubCorp Braemar Country Club, Inc.

 

Delaware corporation

ClubCorp Bunker Hill Club, Inc.

 

Delaware corporation

ClubCorp Buying Services, Inc.

 

Delaware corporation

ClubCorp Canyon Crest Country Club, Inc.

 

Delaware corporation

ClubCorp Center Club, Inc.

 

Delaware corporation

ClubCorp Coto Property Holdings, Inc.

 

Delaware corporation

ClubCorp Crow Canyon Management Corp.

 

Delaware corporation

ClubCorp Desert Falls Country Club, Inc.

 

Delaware corporation

ClubCorp GCL Corporation

 

Delaware corporation

ClubCorp Granite Bay Management, Inc.

 

Delaware corporation

ClubCorp IW Golf Club, Inc.

 

Delaware corporation

ClubCorp Mission Hills Country Club, Inc.

 

Delaware corporation

ClubCorp Porter Valley Country Club, Inc.

 

Delaware corporation

ClubCorp San Jose Club, Inc.

 

Delaware corporation

ClubCorp Shadow Ridge Golf Club, Inc.

 

Delaware corporation

ClubCorp Spring Valley Lake Country Club, Inc.

 

Delaware corporation

ClubCorp Symphony Towers Club, Inc.

 

Delaware corporation

ClubCorp Teal Bend Golf Club, Inc.

 

Delaware corporation

ClubCorp Turkey Creek Golf Club, Inc.

 

Delaware corporation

ClubCorp USA, Inc.

 

Delaware corporation

Owners Club Asset Company

 

Delaware corporation

The Owner’s Club, Inc.

 

Delaware corporation

191 Athletic Club Management Company, LLC

 

Delaware limited liability company

191 CC Operating Co., LLC

 

Delaware limited liability company

AZ Club, LLC

 

Delaware limited liability company

CCA Golf Course Holdco, LLC

 

Delaware limited liability company

CCA Mezzanine Holdco, LLC

 

Delaware limited liability company

ClubCorp Gen Par of Texas, L.L.C.

 

Delaware limited liability company

ClubCorp Golf of California, L.L.C.

 

Delaware limited liability company

 


 

ClubCorp Golf of Florida, L.L.C.

 

Delaware limited liability company

ClubCorp Golf of North Carolina, L.L.C.

 

Delaware limited liability company

ClubCorp Hamlet, LLC

 

Delaware limited liability company

ClubCorp Management Company for Stone Creek, LLC

 

Delaware limited liability company

ClubCorp Mezzanine Borrower, LLC

 

Delaware limited liability company

ClubCorp Mortgage Borrower, LLC

 

Delaware limited liability company

ClubCorp TTC, LLC

 

Delaware limited liability company

ClubCorp Willow Creek, LLC

 

Delaware limited liability company

ClubCorp Wind Watch, LLC

 

Delaware limited liability company

Currituck Golf, LLC

 

Delaware limited liability company

Empire Ranch, LLC

 

Delaware limited liability company

Farms of New Kent Management, LLC

 

Delaware limited liability company

FFFC Golf Acquisitions, L.L.C.

 

Delaware limited liability company

Laurel Springs Holdco, LLC

 

Delaware limited liability company

MAC Club, LLC

 

Delaware limited liability company

The Owner’s Club of South Carolina, L.L.C.

 

Delaware limited liability company

UMass Club Management, LLC

 

Delaware limited liability company

Centre Club, Inc.

 

Florida corporation

Citrus Club, Inc.

 

Florida corporation

ClubCorp Graphics, Inc.

 

Florida corporation

Countryside Country Club, Inc.

 

Florida corporation

DeBary Management Corp.

 

Florida corporation

Haile Plantation Management Corp.

 

Florida corporation

Hunter’s Green Acquisition Corp.

 

Florida corporation

Management Company for Eagle Ridge and The Preserve

 

Florida corporation

Monarch EP Management Corp.

 

Florida corporation

Queens Harbour Corporation

 

Florida corporation

Tampa Palms Club, Inc.

 

Florida corporation

Tower Club, Inc.

 

Florida corporation

University Club Management Co., Inc.

 

Florida corporation

University Club, Inc.

 

Florida corporation

HPG, L.C.

 

Florida limited liability company

First City Club Management, Inc.

 

Georgia corporation

GP Bear’s Best Atlanta, Inc.

 

Georgia corporation

Northwood Management Corp.

 

Georgia corporation

The 191 Club, Inc.

 

Georgia corporation

The Buckhead Club, Inc.

 

Georgia corporation

ClubCorp Golf of Georgia, L.P.

 

Georgia limited partnership

The Metropolitan Club of Chicago, Inc.

 

Illinois corporation

Knollwood Country Club, Inc.

 

Indiana corporation

Skyline Club, Inc.

 

Indiana corporation

LionsGate Golf Club, Inc.

 

Kansas corporation

Southern Trace Country Club of Shreveport, Inc.

 

Louisiana corporation

Club at Boston College, Inc.

 

Massachusetts corporation

New England Country Club Management, Inc.

 

Massachusetts corporation

Oak Pointe Country Club, Inc.

 

Michigan corporation

Renaissance Club, Inc.

 

Michigan corporation

 


 

The University Club, Inc.

 

Mississippi corporation

Canyon Gate at Las Vegas, Inc.

 

Nevada corporation

ClubCorp — Asia

 

Nevada corporation

ClubCorp Asia Investments Inc.

 

Nevada corporation

ClubCorp Financial Management Company

 

Nevada corporation

ClubCorp International, Inc.

 

Nevada corporation

ClubCorp Mexico, Inc.

 

Nevada corporation

ClubCorp Publications, Inc.

 

Nevada corporation

GP Bear’s Best Las Vegas, Inc.

 

Nevada corporation

Master Club, Inc.

 

Nevada corporation

Society Management, Inc.

 

Nevada corporation

Athletic Club at the Equitable Center, Inc.

 

New York corporation

Capital City Club of Raleigh, Inc.

 

North Carolina corporation

Piedmont Club, Inc.

 

North Carolina corporation

UNC Alumni Club Management, Inc.

 

North Carolina corporation

Akron Management Corp.

 

Ohio corporation

Dayton Racquet Club, Inc.

 

Ohio corporation

Quail Hollow Management, Inc.

 

Ohio corporation

Shoreby Club Management, Inc.

 

Ohio corporation

Silver Lake Management Corp.

 

Ohio corporation

The Club at Society Center, Inc.

 

Ohio corporation

Diamond Run Club, Inc.

 

Pennsylvania corporation

Pyramid Club Management, Inc.

 

Pennsylvania corporation

Rivers Club, Inc.

 

Pennsylvania corporation

Treesdale Country Club, Inc.

 

Pennsylvania corporation

Columbia Capital City Club Corp.

 

South Carolina corporation

Harbour Club of Charleston, Inc.

 

South Carolina corporation

Indigo Run Asset Corp.

 

South Carolina corporation

Manager for CCHH, Inc.

 

South Carolina corporation

The Commerce Club, Inc.

 

South Carolina corporation

The Manager of the Owner’s Club, Inc.

 

South Carolina corporation

Woodside Plantation Country Club, Inc.

 

South Carolina corporation

Piedmont Golfers’ Club LLC

 

South Carolina limited liability company

The Owners Club at Hilton Head, L.P.

 

South Carolina limited partnership

Club Le Conte, Inc.

 

Tennessee corporation

Memphis City Club, Inc.

 

Tennessee corporation

Nashville Club Management, Inc.

 

Tennessee corporation

Bluegrass Club, LLC

 

Tennessee limited liability company

April Sound Management Corp.

 

Texas corporation

Barton Creek Resort & Clubs, Inc.

 

Texas corporation

Bay Oaks Country Club, Inc.

 

Texas corporation

Brookhaven Country Club, Inc.

 

Texas corporation

Dallas Tower Club, Inc.

 

Texas corporation

Fair Oaks Club Corp.

 

Texas corporation

Fort Bend Acquisition Corp.

 

Texas corporation

 


 

GCC Asset Management, Inc.

 

Texas corporation

Greenspoint Club, Inc.

 

Texas corporation

Hackberry Creek Country Club, Inc.

 

Texas corporation

Hearthstone Country Club, Inc.

 

Texas corporation

Hill Country Golf, Inc.

 

Texas corporation

Hills II of Lakeway, Inc.

 

Texas corporation

Houston City Club, Inc.

 

Texas corporation

Irving Club Acquisition Corp.

 

Texas corporation

Kingwood Country Club, Inc.

 

Texas corporation

La Cima Club, Inc.

 

Texas corporation

Lakeway Clubs, Inc.

 

Texas corporation

Memorial Stadium Club Management Corp.

 

Texas corporation

Oakmont Management Corp.

 

Texas corporation

Richardson Country Club Corp.

 

Texas corporation

Shady Valley Management Corp.

 

Texas corporation

Stonebriar Management Corp.

 

Texas corporation

The Club at Cimarron, Inc.

 

Texas corporation

The Downtown Club, Inc.

 

Texas corporation

The Plaza Club of San Antonio, Inc.

 

Texas corporation

Timarron Golf Club, Inc.

 

Texas corporation

Tower Club of Dallas, Inc.

 

Texas corporation

Walnut Creek Management Corporation

 

Texas corporation

West Park Club, Inc.

 

Texas corporation

Westlake City Club, Inc.

 

Texas corporation

Wildflower Country Club, Inc.

 

Texas corporation

Willow Creek Management, Inc.

 

Texas corporation

ClubCorp Golf of Texas, L.P.

 

Texas limited partnership

Greenbrier Country Club, Inc.

 

Virginia corporation

Operations Company for Homestead, Inc.

 

Virginia corporation

River Creek Country Club, Inc.

 

Virginia corporation

Stonehenge Club, Inc.

 

Virginia corporation

Tower City Club of Virginia, Inc.

 

Virginia corporation

Town Point Club, Inc.

 

Virginia corporation

Columbia Tower Club, Inc.

 

Washington corporation

City Club of Washington, Inc.

 

Washington, D.C. corporation

Glendale Management Corp.

 

Wisconsin corporation

Glendale Racquet Club, Inc.

 

Wisconsin corporation