EX-5.1 2 dex51.htm OPINION OF SIMPSON THACHER & BARTLETT LLP Opinion of Simpson Thacher & Bartlett LLP

Exhibit 5.1

July 25, 2007

ARAMARK Corporation

1101 Market Street

Philadelphia, Pennsylvania 19107

Ladies and Gentlemen:

We have acted as counsel to ARAMARK Corporation, a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (the “Schedule I Guarantors”) and Schedule II hereto (the “Schedule II Guarantors” and, collectively with the Schedule I Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the registration of (i) $1,280,000,000 of the Company’s 8 1/2% Senior Notes due 2015 (the “Senior Fixed Rate Notes”), (ii) $500,000,000 of the Company’s Senior Floating Rate Notes due 2015 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes due 2015”), (iii) $250,000,000 of the Company’s 5% Senior Notes due 2012 (the “2012 Notes” and, together with the Senior Notes due 2015, the “Notes”) and (iv) the guarantees issued by the Guarantors (the “Guarantees”) with respect to the Senior Notes due 2015. The Senior Notes due 2012 have been issued under an indenture dated April 8, 2002 (the “2002 Indenture”) among ARAMARK Services, Inc., as issuer, the Company, as guarantor, and The Bank of New York (as successor to J.P. Morgan Trust Company) (the “Trustee”), as trustee. The Senior Notes due 2015 and the Guarantees have been issued under an indenture dated as of January 26, 2007 (the “Original Indenture”) among the Company, RMK Acquisition Corporation, a Delaware corporation, the Guarantors and the Trustee, as supplemented by the


Supplemental Indenture dated March 30, 2007 (the “Supplemental Indenture” and, together with the Original Indenture, the “2015 Indenture”, and collectively with the 2002 Indenture, the “Indentures”), among the Company, the Guarantors and the Trustee. On March 30, 2007, ARAMARK Corporation, the guarantor, was merged with and into ARAMARK Services, Inc., the original issuer of the 2012 Notes, with ARAMARK Services, Inc. being the surviving corporation. In connection with the consummation of the merger, ARAMARK Services, Inc. changed its name to ARAMARK Corporation.

We have examined the Registration Statement, and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligations of the Trustee.

We have assumed further that (1) the Schedule II Guarantors have duly authorized, executed and delivered the Indenture and (2) execution, delivery and performance by the Schedule II Guarantors of the Indenture and Guarantees do not and will not violate the laws of the respective jurisdictions in which each of them is incorporated, organized or formed, as applicable, or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).

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

 


1. The Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. The Guarantees constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5.1 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/ SIMPSON THACHER & BARTLETT LLP
SIMPSON THACHER & BARTLETT LLP

 

 


Schedule I

 

Name of Entity

  

Jurisdiction of

Incorporation or

Organization

Addison Concessions, Inc.

   Delaware

ARAMARK Asia Management, LLC

   Delaware

ARAMARK Aviation Services Limited Partnership

   Delaware

ARAMARK Campus, LLC

   Delaware

ARAMARK Cleanroom Services, LLC

   Delaware

ARAMARK Cleanroom Services (Puerto Rico), Inc.

   Delaware

ARAMARK Clinical Technology Services, LLC

   Delaware

ARAMARK Confection, LLC

   Delaware

ARAMARK Correctional Services, LLC

   Delaware

ARAMARK CTS, LLC

   Delaware

ARAMARK Educational Group, LLC

   Delaware

ARAMARK Educational Services, LLC

   Delaware

ARAMARK Engineering Associates, LLC

   Delaware

ARAMARK Entertainment, LLC

   Delaware

ARAMARK Executive Management Services USA, Inc.

   Delaware

ARAMARK Facilities Management, LLC

   Delaware

ARAMARK Facility Services, LLC

   Delaware

ARAMARK FHC Business Services, LLC

   Delaware

ARAMARK FHC Campus Services, LLC

   Delaware

ARAMARK FHC Correctional Services, LLC

   Delaware

ARAMARK FHC Healthcare Support Services, LLC

   Delaware

ARAMARK FHC Refreshment Services, LLC

   Delaware

ARAMARK FHC School Support Services, LLC

   Delaware

ARAMARK FHC Services, LLC

   Delaware

ARAMARK FHC Sports and Entertainment Services, LLC

   Delaware

ARAMARK FHC, LLC

   Delaware

ARAMARK Food and Support Services Group, Inc.

   Delaware

ARAMARK Food Service, LLC

   Delaware

ARAMARK FSM, LLC

   Delaware

ARAMARK Healthcare Support Services of the Virgin Islands, Inc.

   Delaware

ARAMARK Healthcare Support Services, LLC

   Delaware

ARAMARK/HMS, LLC

   Delaware

ARAMARK India Holdings LLC

   Delaware

ARAMARK Industrial Services, LLC

   Delaware

ARAMARK Japan, Inc.

   Delaware

ARAMARK Management Services Limited Partnership

   Delaware

ARAMARK Marketing Services Group, Inc.

   Delaware

ARAMARK Organizational Services, Inc.

   Delaware

ARAMARK RAV, LLC

   Delaware

ARAMARK RBI, Inc.

   Delaware

ARAMARK Refreshment Services, LLC

   Delaware

ARAMARK Schools, LLC

   Delaware

ARAMARK SCM, Inc.

   Delaware

ARAMARK Senior Living Services, LLC

   Delaware

ARAMARK Senior Notes Company

   Delaware

ARAMARK Services of Puerto Rico, Inc.

   Delaware

ARAMARK SM Management Services, Inc.

   Delaware

ARAMARK SMMS LLC

   Delaware

ARAMARK SMMS Real Estate LLC

   Delaware

ARAMARK Sports and Entertainment Group, LLC

   Delaware

ARAMARK Sports and Entertainment Services, LLC

   Delaware


Name of Entity

  

Jurisdiction of

Incorporation or

Organization

ARAMARK Sports Facilities, LLC

   Delaware

ARAMARK Sports, LLC

   Delaware

ARAMARK Summer Games 1996, LLC

   Delaware

ARAMARK U.S. Offshore Services, LLC

   Delaware

ARAMARK Uniform & Career Apparel Group, Inc.

   Delaware

ARAMARK Uniform & Career Apparel, LLC

   Delaware

ARAMARK Uniform Manufacturing Company

   Delaware

ARAMARK Uniform Services (Matchpoint) LLC

   Delaware

ARAMARK Uniform Services (Midwest) LLC

   Delaware

ARAMARK Uniform Services (North Carolina) LLC

   Delaware

ARAMARK Uniform Services (Pittsburgh) LLC

   Delaware

ARAMARK Uniform Services (Rochester) LLC

   Delaware

ARAMARK Uniform Services (Santa Ana) LLC

   Delaware

ARAMARK Uniform Services (Syracuse) LLC

   Delaware

ARAMARK Uniform Services (West Adams) LLC

   Delaware

ARAMARK Venue Services, Inc.

   Delaware

Delsac VIII, Inc.

   Delaware

Fine Host Holdings, LLC

   Delaware

Galls, an ARAMARK Company, LLC

   Delaware

Harrison Conference Associates, LLC

   Delaware

Harrison Conference Center of Glen Cove, Inc.

   New York

Harry M. Stevens, LLC

   Delaware

Landy Textile Rental Services, LLC

   Delaware

SeamlessWeb Professional Solutions, LLC

   Delaware

The Menu Marketing Group, LLC

   Delaware

 


Schedule II

 

Name of Entity

  

Jurisdiction of

Incorporation or

Organization

American Snack & Beverage, LLC

   Florida

ARAMARK American Food Services, LLC

   Ohio

ARAMARK Business Dining Services of Texas, LLC

   Texas

ARAMARK Capital Asset Services, LLC

   Wisconsin

ARAMARK Consumer Discount Company

   Pennsylvania

ARAMARK Distribution Services, Inc.

   Illinois

ARAMARK Educational Services of Texas, LLC

   Texas

ARAMARK Educational Services of Vermont, Inc.

   Vermont

ARAMARK Facility Management Corporation of Iowa

   Iowa

ARAMARK FHC Kansas, Inc.

   Kansas

ARAMARK Food Service Corporation of Kansas

   Kansas

ARAMARK Food Service of Texas, LLC

   Texas

ARAMARK Healthcare Support Services of Texas, Inc.

   Texas

ARAMARK Kitty Hawk, Inc.

   Idaho

ARAMARK Services Management of HI, Inc.

   Hawaii

ARAMARK Services Management of IL, Inc.

   Illinois

ARAMARK Services Management of MI, Inc.

   Michigan

ARAMARK Services Management of NJ, Inc.

   New Jersey

ARAMARK Services Management of OH, Inc.

   Ohio

ARAMARK Services Management of SC, Inc.

   South Carolina

ARAMARK Services Management of WI, Inc

   Wisconsin

ARAMARK Services of Kansas, Inc.

   Kansas

ARAMARK Sports and Entertainment Services of Texas, LLC

   Texas

Harrison Conference Center of Lake Bluff, Inc.

   Illinois

Harrison Conference Services of Massachusetts, LLC

   Massachusetts

Harrison Conference Services of North Carolina, LLC

   North Carolina

Harrison Conference Services of Princeton, Inc.

   New Jersey

Harrison Conference Services of Wellesley, LLC

   Massachusetts

Harry M. Stevens, Inc. of New Jersey

   New Jersey

Harry M. Stevens, Inc. of Penn.

   Pennsylvania

Kowalski-Dickow Associates, LLC

   Wisconsin

L&N Uniform Supply Co., LLC

   California

Lake Tahoe Cruises, LLC

   California

MyAssistant, Inc.

   Pennsylvania

Overall Laundry Services, Inc.

   Washington

Paradise Hornblower, LLC

   California

Restaura, Inc.

   Michigan

Shoreline Operating Company, Inc.

   California

Tahoe Rocket LP

   California

Travel Systems, LLC

   Nevada