EX-5.7 8 a2204559zex-5_7.htm EX-5.7

Exhibit 5.7

 

[Dickinson Wright PLLC Letterhead]

 

June 23, 2011

 

ClubCorp Club Operations, Inc.

3030 LBJ Freeway, Suite 600

Dallas, TX 75234

 

Re:                               $415,000,000 10% Senior Notes due 2018

 

Ladies and Gentlemen:

 

We have acted as special counsel in the State of Michigan (the “State”) to Oak Pointe Country Club, Inc., a Michigan corporation, and Renaissance Club, Inc., a Michigan corporation (individually, a “Guarantor” and collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), the Guarantors 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 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 and the other 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 named therein (including the Guarantors) and Wilmington Trust FSB, as trustee (the “Trustee”).  The Company 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.  Terms not defined herein shall have the meanings assigned thereto in the Indenture.

 

Our representation of the Guarantors has been limited solely to the issuance of the Guarantees by the Guarantors as contemplated in the Indenture.

 

In rendering our opinion we have examined the Registration Statement and the Indenture, which Indenture has been filed with the Commission as an exhibit to the Registration Statement. We have also examined (i) each Guarantor’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”); (ii) a copy of each Guarantor’s Amended and Restated Bylaws, certified to us by each Guarantor’s Secretary as of November 30, 2010 to be complete, current and inclusive of all amendments (the “Bylaws”), (iii) copies of minutes of meetings or consent resolutions of the Board of Directors of each Guarantor authorizing the transactions contemplated by the Indenture and certified to us by each Guarantor’s Secretary as of November 30, 2010 to be complete and currently in effect without amendment, revision or repeal; (iv) a certified copy of a Certificate of Good Standing issued by the Bureau of Commercial Services of the Michigan Department of Energy, Labor & Economic Growth (the “MDLEG”) regarding each Guarantor’s good standing in the State, dated March 24, 2011; and (v) such other certificates of public officials, corporate documents and records and other certificates and instruments as we have deemed necessary

 



 

for the purposes of the opinion herein expressed.  As to various questions of fact material to our opinion, we have relied upon certificates and written statements of officers of each Guarantor, including but not limited to the officer’s certificate attached hereto.

 

For purposes of this opinion, we have, with your permission, assumed without independent investigation that: (i) the Company is a corporation, duly formed, validly existing and in good standing under the laws of the State of Delaware; (ii) except with respect to the Guarantors, each of the Indenture and the Exchange Notes has been duly executed and delivered by the parties thereto; (iii) except with respect to the Guarantors, each of the Indenture and the Exchange Notes has been duly authorized by the parties thereto; (iv) each of the Indenture and the Exchanges Notes is the legal, valid and binding obligation of, and is enforceable in accordance with its respective terms against, each of the parties thereto; (v) each document submitted to us as an original is authentic; (vi) each document submitted to us as a certified, conformed or photostatic copy conforms to the authentic original document; (vii) the legal capacity of natural persons; (viii) the persons who executed, acknowledged and delivered the Indenture and the Exchange Notes on behalf of each of the parties thereto (other than the Guarantors) were duly authorized to do so by each such party; (ix) neither the execution and delivery of, nor the performance by the parties (other than the Guarantors) of their respective obligations under, the Indenture contravenes or conflicts with any law, rule or regulation of, or violates the public policy of, any jurisdiction, or any judgment, order or decree of any court or regulatory body applicable to the parties or by which the parties may be bound; and (x) there are no actions, proceedings, orders, rulings or judgments affecting the matters addressed in the opinions expressed herein to which any of the parties (other than the Guarantors) that is a party to the Indenture is a party or by which any of them is bound; and there are no facts, events or circumstances other than those expressed in the Indenture that would enlarge, diminish or otherwise modify or affect the rights, titles, interests, obligations or liabilities of such parties, or any of them, and which would have an effect on the opinions hereinafter set forth.

 

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We express no opinion with respect to the effect of any law other than the law of the State.

 

Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions herein contained, we are of the opinion that:

 

1.                                       Each Guarantor is a corporation validly existing and in good standing under the laws of the State, and has the corporate power and authority to execute and deliver, and perform its respective obligations under, the Indenture.

 

2.                                       The execution and delivery of the Indenture by each Guarantor and the performance of such Guarantor’s obligations under the Indenture have been duly authorized by all requisite action of the board of directors of such Guarantor.  No other corporate action is required for the Indenture to be duly authorized, executed, delivered and the obligations thereunder to be performed.  The execution and delivery of the Indenture by (a) any one of Eric Affeldt, David Woodyard, Curt McClellan or Ingrid Keiser on behalf of Renaissance Club, Inc. and (b) any one of Eric Affeldt, Mark Burnett, Curt McClellan or Ingrid Keiser on behalf of Oak Pointe Country Club, Inc. have been duly authorized by all requisite action of the board of directors of each such Guarantor.

 

3.                                       The Guarantees have been duly authorized and issued by each such Guarantor.

 

4.                                       The execution and delivery by each Guarantor of the Indenture do not, and the performance by the Guarantors of their respective payment obligations thereunder will not, (a) conflict with or violate any provision of the Articles of Incorporation or Bylaws of each Guarantor, (b) violate any law, rule, regulation or ordinance of the State applicable to the Guarantors, or (c) do not conflict with, constitute a default under, or violate any judgment, writ, injunction, decree, or order of any court or governmental authority of the State binding on the Guarantors.

 

Our opinions expressed above are subject to the following qualifications:

 

(a)                                  We have not reviewed for purposes of our opinions, and nothing herein shall be construed as an opinion by us as to compliance with, any federal, state or local environmental, zoning, health, liquor licensing, safety, building, land use or subdivision laws, ordinances, rules or regulations; federal, state and local taxation laws, rules or regulations (except as expressly set forth herein); any federal or state securities or “blue sky” rules and regulations; labor, ERISA and other employee benefit laws; any Federal or state antitrust or unfair competition laws and regulations (including without limitation the Hart-Scott-Rodino Antitrust Improvements Act); any banking laws, rules or regulations, or any laws relating to fiduciary duties; or any Federal or state law, rule or regulation concerning terrorist activities, including without limitation the USA PATRIOT Act of 2001, as

 

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amended, or the foreign assets control regulations of the U.S. Department of Treasury; any federal or state laws, rules, regulations or policies concerning criminal and civil forfeiture laws; any federal or state racketeering or other law providing for criminal prosecution; or any federal or state patent, trademark, copyright or other federal or state intellectual property laws, rules and regulations.

 

(b)                                 With respect to the opinions set forth in paragraph 1 above, we have exclusively relied upon the certificates of the Bureau of Commercial Services of the MDLEG listed above.

 

We express no opinion as to circumstances or events which may occur subsequent to the effective date of the Registration Statement.

 

The foregoing opinions may be relied upon by your 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,

 

 

 

 

 

/s/ Dickinson Wright PLLC

 

 

CAM/SED

 

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OFFICER’S CERTIFICATE

of the Guarantors Listed on Schedule I Hereto

 

This Officer’s Certificate dated as of June 23, 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 presently in effect and binding on any Guarantor relating to the Indenture or performance of any Guarantor.

 

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.

 

This certificate and the certifications contained herein may be relied upon by the counsel delivering opinions in connection with the Registration Statement.

 

[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

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

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