EX-5.1 7 d123713dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

February 17, 2016

Aramark

Aramark Services, Inc.

Aramark Tower

1101 Market Street

Philadelphia, PA 19107

Ladies and Gentlemen:

We have acted as counsel to Aramark, a Delaware corporation (the “Company”), Aramark Services, Inc., a Delaware corporation (the “Issuer”), 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 Company and the Schedule I Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of $400,000,000 aggregate principal amount of 5.125% Senior Notes due 2024 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture, dated as of December 17, 2015 (as amended through the date hereof, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Issuer in exchange for $400,000,000 aggregate principal amount of its outstanding 5.125% Senior Notes due 2024.


We have examined the Registration Statement and the Indenture (including the form of 5.125% Senior Notes due 2024), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such 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 Issuer 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 Indenture is the valid and legally binding obligation of the Trustee.

We have assumed further that (1) the Schedule II Guarantors are duly organized and existing entities that have duly authorized, executed and delivered the Indenture in accordance with the law of the respective jurisdictions in which each of them is organized, and (2) execution, delivery and performance by the Schedule II Guarantors of the Indenture and the Guarantees do not and will not violate the law of the respective jurisdictions in which each of them is organized or any other applicable law (except that no such exception is made with respect to the law of the State of New York and the federal law of the United States) or their constituting documents.

 

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

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms.

2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will 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, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

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

 

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Schedule I

Guarantors Incorporated or Formed in the State of Delaware

 

Subsidiary

  

State of Incorporation or

Formation

1st & Fresh, LLC    Delaware
Aramark Asia Management, LLC    Delaware
Aramark Aviation Services Limited Partnership    Delaware
Aramark Business & Industry, LLC    Delaware
Aramark Business Center, LLC    Delaware
Aramark Business Facilities, LLC    Delaware
Aramark Campus, LLC    Delaware
Aramark Cleanroom Services (Puerto Rico), Inc.    Delaware
Aramark Cleanroom Services, LLC    Delaware
Aramark Confection, LLC    Delaware
Aramark Construction and Energy Services, LLC    Delaware
Aramark Construction Services, Inc.    Delaware
Aramark Correctional Services, LLC    Delaware
Aramark CTS, LLC    Delaware
Aramark Educational Group, LLC    Delaware
Aramark Educational Services, LLC    Delaware
Aramark Entertainment, LLC    Delaware
Aramark Executive Management Services USA, Inc.    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, LLC    Delaware
Aramark Healthcare Support Services of the Virgin Islands, Inc.    Delaware
Aramark Healthcare Technologies, LLC    Delaware
Aramark Industrial Services, LLC    Delaware

 

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Aramark Japan, Inc.    Delaware
Aramark Management, LLC    Delaware
Aramark Management Services Limited Partnership    Delaware
Aramark Organizational Services, Inc.    Delaware
Aramark Processing, LLC    Delaware
Aramark Rail Services, LLC    Delaware
Aramark RAV, LLC    Delaware
Aramark RBI, Inc.    Delaware
Aramark Refreshment Group, Inc.    Delaware
Aramark Refreshment Services, LLC    Delaware
Aramark Refreshment Services of Tampa, LLC    Delaware
Aramark Schools, LLC    Delaware
Aramark Schools Facilities, 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
Aramark Sports Facilities, LLC    Delaware
Aramark Sports, LLC    Delaware
Aramark Togwotee, 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 (Baltimore) LLC    Delaware
Aramark Uniform Services (Carmelo) LLC    Delaware
Aramark Uniform Services (Matchpoint) LLC    Delaware
Aramark Uniform Services (Midwest) LLC    Delaware
Aramark Uniform Services (Rochester) LLC    Delaware
Aramark Uniform Services (Santa Ana) LLC    Delaware
Aramark Uniform Services (Syracuse) LLC    Delaware
Aramark Uniform Services (Texas) LLC    Delaware
Aramark Uniform Services (West Adams) LLC    Delaware
Aramark Venue Services, Inc.    Delaware
Aramark WTC, LLC    Delaware
Aramark/HMS, LLC    Delaware
COHR Holdings, Inc.    Delaware

 

I-2


COHR Inc.    Delaware
D.G. Maren II, Inc.    Delaware
Delsac VIII, Inc.    Delaware
Filterfresh Coffee Service, LLC    Delaware
Filterfresh Franchise Group, LLC    Delaware
Fine Host Holdings, LLC    Delaware
Harrison Conference Associates, LLC    Delaware
Harry M. Stevens, LLC    Delaware
Landy Textile Rental Services, LLC    Delaware
Lifeworks Restaurant Group, LLC    Delaware
MPBP Holdings, Inc.    Delaware
New Aramark LLC    Delaware
ReMedPar, Inc.    Delaware

 

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Schedule II

Guarantors Incorporated or Formed in Jurisdictions other than the State of 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 FHC Kansas, Inc.    Kansas
Aramark Food Service of Texas, LLC    Texas
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
Harrison Conference Services of North Carolina, LLC    North Carolina
Harry M. Stevens Inc. of New Jersey.    New Jersey
Harry M. Stevens Inc. of Penn    Pennsylvania
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
Travel Systems, LLC    Nevada

 

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