EX-5.3 52 j0671201exv5w3.txt EXHIBIT 5.3 . . . Exhibit 5.3 [LEWIS AND ROCA LOGO] Phoenix Office Tucson Office Las Vegas Office 40 North Central Avenue One South Church Avenue 3993 Howard Hughes Parkway Phoenix, Arizona 85004-4429 Suite 700 Suite 600 Telephone (602) 262-5311 Tucson, Arizona 85701-1620 Las Vegas, Nevada 89109 Facsimile (602) 262-6747 Telephone (520) 622-2090 Telephone (702) 949-8200 Facsimile (520) 622-3088 Facsimile (702) 949-8398 Scott DeWald Direct Dial: (602) 262-6333 Direct Fax: (602) 734-3745 E-Mail: SDewald@lrlaw.com Admitted in Arizona ------------------------------------------------------------------------------------------------------ Our File Number 43460-00001
April 15, 2004 General Nutrition Centers, Inc. 300 Sixth Avenue Pittsburgh, Pennsylvania 15222 RE: GENERAL NUTRITION CENTERS, INC. AND THE OTHER ENTITIES LISTED ON SCHEDULE I - REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: We are special counsel to General Nutrition Investment Company, an Arizona corporation ("GNIC") and General Nutrition Sales Corporation, an Arizona corporation ("GNSC"), in connection with the public offering of $215,000,000 aggregate principal amount of General Nutrition Centers, Inc.'s (the "Issuer") 8-1/2% Senior Subordinated Notes due 2010 (the "Exchange Notes"). The Indenture, dated as of December 5, 2003 (the "Original Indenture"), among the Issuer, the guarantors party thereto (the "Guarantors") and U.S. Bank National Association, as Trustee (the "Trustee"), as supplemented by the Supplemental Indenture, dated as of April 6, 2004, by and among the Issuer, GNC Franchising, LLC, the Guarantors and the Trustee (together with the Original Indenture, the "Indenture"), provides for the guarantee of the Exchange Notes by the Guarantors (the "Guarantees") to the extent set forth in the Indenture. The Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount of the issued and outstanding 8-1/2% Senior Subordinated Notes due 2010 of the Issuer (the "Original Notes") under the Indenture, as contemplated by the Registration Rights Agreement, dated as of December 5, 2003 (the "Registration Rights Agreement"), by and among the Issuer, the Guarantors, Lehman Brothers Inc., J.P. Morgan Securities Inc. and UBS Securities LLC. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the "Securities Act"). In rendering the opinions set forth herein, we have examined and relied on originals or copies of: (i) the registration statement on Form S-4 of the Issuer and the Guarantors relating to the Exchange Notes and the Guarantees as filed with the Securities and Exchange Commission (the "Commission") (such registration statement being hereinafter referred to as the "Registration Statement"); (ii) an executed copy of the Registration Rights Agreement; (iii) an (LEWIS AND ROCA LOGO) APRIL 15,2004 Page 2 executed copy of the Indenture including the terms and the provisions of the Guarantees; (iv) the Articles of Incorporation of GNIC, as certified by the Corporation Commission of the State of Arizona; (v) the Articles of Incorporation of GNSC, as certified by the Corporation Commission of the State of Arizona; (vi) the By-Laws of GNIC and GNSC, as currently in effect; (vii) resolutions of the Board of Directors of GNIC and GNSC, relating to the Exchange Offer, Indenture, the issuance of the Guarantees by GNIC and GNSC and related matters; and (viii) the form of the Guarantees. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of GNIC and GNSC and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of GNIC and GNSC and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of GNIC and GNSC and others and of public officials. OUR OPINIONS SET FORTH HEREIN ARE LIMITED TO THE LAWS OF THE STATE OF ARIZONA THAT, IN OUR EXPERIENCE, ARE APPLICABLE TO SECURITIES OF THE TYPE COVERED BY THE REGISTRATION STATEMENT AND, TO THE EXTENT THAT JUDICIAL OR REGULATORY ORDERS OR DECREES OR CONSENTS, APPROVALS, LICENSES, AUTHORIZATIONS, VALIDATIONS, FILINGS, RECORDINGS OR REGISTRATIONS WITH GOVERNMENTAL AUTHORITIES ARE RELEVANT, TO THOSE REQUIRED UNDER SUCH LAWS (ALL OF THE FOREGOING BEING REFERRED TO AS "OPINED ON LAW"). WE DO NOT EXPRESS ANY OPINION WITH RESPECT TO THE LAW OF ANY JURISDICTION OTHER THAN OPINED ON LAW OR AS TO THE EFFECT OF ANY SUCH NON-OPINED-ON LAW ON THE OPINIONS HEREIN STATED. THE OPINION SET FORTH IN PARAGRAPH 1 BELOW WITH RESPECT TO THE VALID EXISTENCE AND GOOD STANDING OF GNIC AND GNSC IS BASED SOLELY UPON CERTIFICATES ISSUED BY THE ARIZONA CORPORATION COMMISSION OF THE STATE OF ARIZONA OR OTHER APPROPRIATE OFFICIAL OF THE RESPECTIVE JURISDICTIONS OF ORGANIZATION. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 1. Each of GNIC and GNSC has been duly incorporated, and is validly existing in good standing under the laws of the State of Arizona. 2. Each of GNIC and GNSC has the corporate power and authority to execute and deliver the Guarantee and to consummate the transactions contemplated thereby. 3. The execution, delivery and performance of the Guarantee by each of GNIC and GNSC has been duly authorized. When the Guarantee (in the form examined by us) has been (LEWIS AND ROCA LOGO) APRIL 15,2004 Page 3 signed by an incumbent officer authorized to do so in the respective authorizing resolution of each of GNIC and GNSC, the Guarantee executed by each of GNIC and GNSC will be duly executed. When each of GNIC and GNSC has voluntarily transferred possession of its Guarantee to the Trustee, the Guarantee of each of GNIC and GNSC will have been duly delivered. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Skadden, Arps, Slate, Meagher & Flom LLP is entitled to rely on this opinion in connection with the opinion being delivered by such firm in connection with the Exchange Offer. Very truly yours, /s/ LEWIS AND ROCA LLP