EX-5.2 3 d663907dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

LOGO   

Stephen R. Reynolds

Executive Vice President, General Counsel and Secretary

February 21, 2014

ARAMARK Holdings Corporation

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

Ladies and Gentlemen:

I am the Executive Vice President, General Counsel and Secretary of ARAMARK Holdings Corporation, a Delaware corporation (the “Company”). The Company, ARAMARK Corporation, a Delaware corporation (the “Issuer”), and the subsidiary guarantors listed therein (such subsidiary guarantors, together with the Company, the “Guarantors”), have filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the registration of the Issuer’s $1,000,000,000 aggregate principal amount of 5.75% Senior Notes due 2020 (the “Notes”) and the issuance of the guarantees issued by the Guarantors (the “Guarantees”) with respect to the Notes, to be offered solely for market-making purposes by certain affiliates of the Company. The Notes and the Guarantees have been issued under an indenture dated as of March 7, 2013 (as amended through the date hereof, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”).

I have examined the Registration Statement and the Indenture, which has been filed with the Commission and incorporated by reference as an exhibit to the Registration Statement.

In rendering the opinions contained herein, I have relied upon my examination or the examination by members of my legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company, the Issuer, and the Schedule I Subsidiaries.

Aramark Tower

1101 Market Street

Philadelphia, PA 19107-2988

215 238 6846


In rendering the opinion set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.

This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.

I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

 

Very truly yours,
/s/ Stephen R. Reynolds
Stephen R. Reynolds


Schedule I

Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or Delaware

 

Subsidiary

  

State of Incorporation or
Formation

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
ARAMARK Technical Services North Carolina, Inc.    North Carolina
Brand Coffee Service, Inc.    Texas
Genesis Technology Partners, LLC    Nebraska
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, LLC    California
Lake Tahoe Cruises, LLC    California
MyAssistant, Inc.    Pennsylvania
Old Time Coffee Co.    California
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