EX-5.1 11 a2217468zex-5_1.htm 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

 

December 11, 2013

 

First Data Corporation

5565 Glenridge Connector, N.E.

Suite 2000

Atlanta, Georgia 30342

 

Ladies and Gentlemen:

 

We have acted as counsel to First Data Corporation, a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Guarantors”) in connection with the Registration Statement on Form S-4 (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 issuance by the Company of up to $785,000,000 aggregate principal amount of 11.25% Senior Notes due 2021 (the “11.25% Notes”), up to $815,000,000 aggregate principal amount of 10.625% Senior Notes due 2021 (the “10.625% Notes”) and up to $1,750,000,000 aggregate principal amount of 11.75% Senior Subordinated Notes due 2021 (the “11.75% Notes” and, together with the 11.25% Notes and the 10.625% Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees with respect to the 11.25% Notes (the “11.25% Guarantees”), guarantees with respect to the 10.625% Notes (the “10.625% Guarantees”) and guarantees with

 



 

respect to the 11.75% Notes (the “11.75% Guarantees” and, together with the 11.25% Guarantees and 10.625% Guarantees, the “Guarantees”). The 11.25% Notes and the 11.25% Guarantees will be issued under the Indenture, dated as of February 13, 2013 (the “11.25% Notes Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), the 10.625% Notes and the 10.625% Guarantees will be issued under the Indenture, dated as of April 10, 2013 (the “10.625% Notes Indenture”), among the Company, the Guarantors and the Trustee, and the 11.75% Notes and the 11.75% Guarantees will be issued under the Indenture, dated as of May 30, 2013, among the Company, the Guarantors and the Trustee, as supplemented by the First Supplemental Indenture, dated as of November 19, 2013 (as supplemented, the “11.75% Notes Indenture” and, together with the 11.25% Notes Indenture and the 10.625% Notes Indenture, the “Indentures”), among the Company, the Guarantors and the Trustee. The Company will offer the 11.25% Notes in exchange for $785,000,000 aggregate principal amount of its outstanding 11.25% Senior Notes due 2021, the 10.625% Notes in exchange for $815,000,000 aggregate principal amount of its outstanding 10.625% Senior Notes due 2021 and the 11.75% Notes in exchange for $1,750,000,000 aggregate principal amount of its outstanding 11.75% Senior Subordinated Notes due 2021.

 

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 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.

 

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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 each Indenture is the valid and legally binding obligation of the Trustee.

 

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 applicable Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company 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 applicable 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 express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indentures, the Exchange Notes or the Guarantees that requires or relates to

 

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payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of rights and defenses contained in Sections 4.15(2), 10.01 and 12.07 of the 11.25% Notes Indenture and the 10.625% Notes Indenture and Sections 4.15(2), 10.01 and 14.07 of the 11.75% Notes Indenture or (ii) Section 12.13 of the 11.25% Notes Indenture and the 10.625% Notes Indenture and Section 14.13 of the 11.75% Notes Indenture relating to severability.

 

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the States of California, Colorado, Florida, Georgia, Nevada, Pennsylvania, Tennessee and Texas, we have relied upon the respective opinions of Sidley Austin LLP, Holland & Hart LLP, Fox Rothschild LLP, Sutherland Asbill & Brennan LLP, Holland & Hart LLP, Fox Rothschild LLP, Bass, Berry & Sims PLC and Sutherland Asbill & Brennan LLP, each dated the date hereof.

 

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 (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and, to the extent set forth herein, the laws of the States of California, Colorado, Florida, Georgia, Nevada, Pennsylvania, Tennessee and Texas.

 

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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

 

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SCHEDULE I

 

Entity Name

 

Jurisdiction of
Incorporation,
Organization or
Formation

Bankcard Investigative Group Inc.

 

Delaware

BUYPASS Inco Corporation

 

Delaware

Call Interactive Holdings LLC

 

Delaware

CESI Holdings, Inc.

 

Delaware

Clover MarketPlace, LLC

 

Delaware

Clover Network, Inc.

 

Delaware

Concord Computing Corporation

 

Delaware

Concord Corporate Services, Inc.

 

Delaware

Concord EFS Financial Services, Inc.

 

Delaware

Concord EFS, Inc.

 

Delaware

Concord Emerging Technologies, Inc.

 

Arizona

Concord Financial Technologies, Inc.

 

Delaware

Concord One, LLC

 

Delaware

Concord Payment Services, Inc.

 

Georgia

Concord Processing, Inc.

 

Delaware

Concord Transaction Services, LLC

 

Colorado

CTS Holdings, LLC

 

Colorado

CTS, Inc.

 

Tennessee

EPSF Corporation

 

Delaware

FDFS Holdings, LLC

 

Delaware

FDGS Group, LLC

 

Delaware

FDR Ireland Limited

 

Delaware

FDR Limited

 

Delaware

FDR Missouri Inc.

 

Delaware

FDS Holdings, Inc.

 

Delaware

First Data Capital, Inc.

 

Delaware

First Data Card Solutions, Inc.

 

Maryland

First Data Commercial Services Holdings, Inc.

 

Delaware

First Data Communications Corporation

 

Delaware

First Data EC, LLC

 

Delaware

First Data Government Solutions, Inc.

 

Delaware

First Data Government Solutions, L.P.

 

Delaware

First Data Latin America Inc.

 

Delaware

First Data Merchant Services Corporation

 

Florida

First Data Merchant Services Northeast, LLC

 

Delaware

First Data Merchant Services Southeast, L.L.C.

 

Delaware

First Data Mobile Holdings, Inc.

 

Delaware

First Data Payment Services, LLC

 

Delaware

First Data Real Estate Holdings L.L.C.

 

Delaware

First Data Resources, LLC

 

Delaware

 



 

Entity Name

 

Jurisdiction of
Incorporation,
Organization or
Formation

First Data Retail ATM Services L.P.

 

Texas

First Data Secure LLC

 

Delaware

First Data Solutions Inc.

 

Washington

First Data Technologies, Inc.

 

Delaware

First Data Transportation Services Inc.

 

Tennessee

First Data Voice Services

 

Delaware

FSM Services Inc.

 

Delaware

FundsXpress, Inc.

 

Delaware

FundsXpress Financial Network, Inc.

 

Texas

Gift Card Services, Inc.

 

Oklahoma

Gratitude Holdings LLC

 

Delaware

Ignite Payments, LLC

 

California

Instant Cash Services, LLC

 

Delaware

Linkpoint International, Inc.

 

Nevada

MAS Inco Corporation

 

Delaware

MAS Ohio Corporation

 

Delaware

Money Network Financial, LLC

 

Delaware

National Payment Systems Inc.

 

New York

New Payment Services, Inc.

 

Georgia

PayPoint Electronic Payment Systems, LLC

 

Delaware

PaySys International, Inc.

 

Florida

REMITCO LLC

 

Delaware

Sagebrush Holdings LLC

 

Delaware

Size Technologies, Inc.

 

California

Star Networks, Inc.

 

Delaware

Star Processing, Inc.

 

Delaware

Star Systems Assets, Inc.

 

Delaware

Star Systems, Inc.

 

Delaware

Star Systems, LLC

 

Delaware

Strategic Investment Alternatives LLC

 

Delaware

TASQ LLC

 

Delaware

TASQ Technology, Inc.

 

California

TeleCheck International, Inc.

 

Georgia

TeleCheck Pittsburgh/West Virginia, Inc.

 

Pennsylvania

TeleCheck Services, Inc.

 

Delaware

Transaction Solutions, LLC

 

Delaware

Unified Merchant Services

 

Georgia

ValueLink, LLC

 

Delaware