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Exhibit 5.1
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
Facsimile (212) 455-2502
July 16, 2009
First Data Corporation
5565 Glenridge Connection 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 Schedules I and II 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 $1,550,000,000 aggregate principal amount of 97/8% Senior Notes due 2015 (the "Exchange Senior Cash-Pay Notes"), $3,180,162,544 aggregate principal amount of 1011/20% Senior PIK Notes due 2015 (the "Exchange Senior PIK Notes" and together with the Exchange Senior Cash-Pay Notes, the "Exchange Senior Notes"), and $2,500,000,000 aggregate principal amount of 111/4% Senior Subordinated Notes due 2016 (the "Exchange Senior Subordinated Notes" and together with the Exchange Senior Notes, the "Exchange Notes") and the issuance by the Guarantors of guarantees (the "Senior Guarantees") with respect to the Exchange Senior Notes and guarantees (the "Senior Subordinated Guarantees" and together with the Senior Guarantees, the "Guarantees") with respect to the Exchange Senior Subordinated Notes. The Exchange Senior Notes and the Senior Guarantees will be issued under the Indenture dated as of September 24, 2008 (the "Senior Indenture") among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee") and the Exchange Senior Subordinated Notes and the Senior Subordinated Guarantees will be issued under the Indenture dated as of September 24, 2008 (the "Senior Subordinated Indenture" and together with the Senior Indenture, the "Indentures") among the Company, the Guarantors and the Trustee. The Company will offer the Exchange Senior Cash-Pay Notes, the Exchange Senior PIK Notes and the Exchange Senior Subordinated Notes in exchange for $1,550,000,000 aggregate principal amount of its outstanding 97/8% Senior Notes due 2015, $3,180,162,544 aggregate principal amount of its outstanding 1011/20% Senior PIK Notes due 2015, and $2,500,000,000 aggregate principal amount of its outstanding 111/4% Senior Subordinated Notes due 2016, respectively.
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 and other 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) each of the Guarantors listed on Schedule I (the "Schedule I Guarantors") has duly authorized, executed and delivered each Indenture in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and performance by each of the Schedule I Guarantors of the Indentures and their Guarantees do not and will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or partnership agreement, as the case may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I Guarantor was organized or any other applicable law (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Company and Guarantors of the Indentures, the Exchange Notes and the Guarantees do not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
- 1.
- When the Exchange Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Indenture upon the exchange, the Exchange Senior Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
- 2.
- When the Exchange Senior Subordinated Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Subordinated Indenture upon the exchange, the Exchange Senior Subordinated Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and.
- 3.
- When (a) the Exchange Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Indenture upon the exchange and (b) the Senior Guarantees have been duly issued, the Senior Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
- 4.
- When (a) the Exchange Senior Subordinated Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Subordinated Indenture upon the exchange and (b) the Senior Subordinated Guarantees have been duly issued, the Senior Subordinated 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 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 Senior Indenture, (ii) Section 12.13 of the Senior Indenture relating to severability, (iii) the waiver of rights and defenses contained in Sections 4.15(2) 10.01 and 12.07 of the Senior Subordinated Indenture or (iv) Section 12.13 of the Senior Subordinated Indenture relating to severability.
2
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 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.
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Very truly yours, |
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/s/ Simpson Thacher & Bartlett LLP |
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SIMPSON THACHER & BARTLETT LLP |
3
Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
| | |
| Entity Name | | Jurisdiction of
Incorporation,
Organization
or Formation |
|---|
| Atlantic Bankcard Properties Corporation | | North Carolina |
CallTeleservices, Inc. |
|
Nebraska |
Cardservice International, Inc. |
|
California |
Concord Emerging Technologies, Inc. |
|
Arizona |
Concord Equipment Sales, Inc. |
|
Tennessee |
Concord Payment Services, Inc. |
|
Georgia |
Concord Transaction Services, LLC |
|
Colorado |
CTS Holdings, LLC |
|
Colorado |
CTS, Inc. |
|
Tennessee |
EFS Transportation Services, Inc. |
|
Tennessee |
EFTLogix, Inc. |
|
Nevada |
First Data Card Solutions, Inc. |
|
Maryland |
First Data Merchant Services Corporation |
|
Florida |
First Data Retail ATM Services L.P. |
|
Texas |
First Data Voice Services |
|
Delaware |
FundsXpress Financial Network, Inc. |
|
Texas |
Gift Card Services, Inc. |
|
Oklahoma |
H & F Services, Inc. |
|
Tennessee |
Intelligent Results, Inc. |
|
Washington |
IPS Inc. |
|
Colorado |
JOT, Inc. |
|
Nevada |
Linkpoint International, Inc. |
|
Nevada |
New Payment Services, Inc. |
|
Georgia |
PaySys International, Inc. |
|
Florida |
Size Technologies, Inc. |
|
California |
TASQ Technology, Inc. |
|
California |
Technology Solutions International, Inc. |
|
Georgia |
TeleCheck International, Inc. |
|
Georgia |
TeleCheck Pittsburgh/West Virginia, Inc. |
|
Pennsylvania |
Unified Merchant Services |
|
Georgia |
4
Schedule II
Guarantors That Are Corporations, Limited Liability Companies
or Limited Partnerships Incorporated or Formed in the
States of Delaware and New York
| | |
| Entity Name | | Jurisdiction of
Incorporation,
Organization
or Formation |
|---|
| Atlantic States Bankcard Association, Inc. | | Delaware |
Bankcard Investigative Group Inc. |
|
Delaware |
Business Office Services, Inc. |
|
Delaware |
BUYPASS Inco Corporation |
|
Delaware |
Call Interactive Holdings LLC |
|
Delaware |
Cardservice Delaware, Inc. |
|
Delaware |
CESI Holdings, Inc. |
|
Delaware |
CIFS Corporation |
|
Delaware |
CIFS LLC |
|
Delaware |
Concord Computing Corporation |
|
Delaware |
Concord Corporate Services, Inc. |
|
Delaware |
Concord EFS Financial Services, Inc. |
|
Delaware |
Concord EFS, Inc. |
|
Delaware |
Concord Financial Technologies, Inc. |
|
Delaware |
Concord NN, LLC |
|
Delaware |
Concord One, LLC |
|
Delaware |
Concord Processing, Inc. |
|
Delaware |
Credit Performance Inc. |
|
Delaware |
DDA Payment Services, LLC |
|
Delaware |
DW Holdings, Inc. |
|
Delaware |
EPSF Corporation |
|
Delaware |
FDC International Inc. |
|
Delaware |
FDFS Holdings, LLC |
|
Delaware |
FDGS Group, LLC |
|
Delaware |
FDMS Partner, Inc. |
|
Delaware |
FDR Ireland Limited |
|
Delaware |
FDR Limited |
|
Delaware |
FDR Missouri Inc. |
|
Delaware |
FDR Signet Inc. |
|
Delaware |
5
| | |
| Entity Name | | Jurisdiction of
Incorporation,
Organization
or Formation |
|---|
| FDR Subsidiary Corp. | | Delaware |
FDS Holdings, Inc. |
|
Delaware |
First Data Aviation LLC |
|
Delaware |
First Data Capital, Inc. |
|
Delaware |
First Data Commercial Services Holdings, Inc. |
|
Delaware |
First Data Communications Corporation |
|
Delaware |
First Data Corporation |
|
Delaware |
First Data Digital Certificates Inc. |
|
Delaware |
First Data EC, LLC |
|
Delaware |
First Data Financial Services, L.L.C. |
|
Delaware |
First Data Government Solutions, Inc. |
|
Delaware |
First Data Government Solutions, L.P. |
|
Delaware |
First Data Integrated Services Inc. |
|
Delaware |
First Data Latin America Inc. |
|
Delaware |
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 Pittsburgh Alliance Partner Inc. |
|
Delaware |
First Data PS Acquisition Inc. |
|
Delaware |
First Data Real Estate Holdings L.L.C. |
|
Delaware |
First Data Resources, LLC |
|
Delaware |
First Data Secure LLC |
|
Delaware |
First Data Solutions L.L.C. |
|
Delaware |
First Data Technologies, Inc. |
|
Delaware |
First Data, L.L.C. |
|
Delaware |
FSM Services Inc. |
|
Delaware |
FundsXpress, Inc. |
|
Delaware |
FX Securities, Inc. |
|
Delaware |
Gratitude Holdings LLC |
|
Delaware |
ICVerify Inc. |
|
Delaware |
IDLogix, Inc. |
|
Delaware |
Initial Merchant Services, LLC |
|
Delaware |
6
| | |
| Entity Name | | Jurisdiction of
Incorporation,
Organization
or Formation |
|---|
| Instant Cash Services, LLC | | Delaware |
IPS Holdings Inc. |
|
Delaware |
LoyaltyCo LLC |
|
Delaware |
MAS Inco Corporation |
|
Delaware |
MAS Ohio Corporation |
|
Delaware |
Money Network Financial, LLC |
|
Delaware |
National Payment Systems Inc. |
|
New York |
NPSF Corporation |
|
Delaware |
PayPoint Electronic Payment Systems, LLC |
|
Delaware |
REMITCO LLC |
|
Delaware |
Sagebrush Holdings LLC |
|
Delaware |
Sagetown Holdings Inc. |
|
Delaware |
Sageville Holdings LLC |
|
Delaware |
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 |
SurePay Real Estate Holdings, Inc. |
|
Delaware |
TASQ Corporation |
|
Delaware |
TeleCheck Services, Inc. |
|
Delaware |
Transaction Solutions Holdings, Inc. |
|
Delaware |
Transaction Solutions, LLC |
|
Delaware |
Unibex, LLC |
|
Delaware |
Unified Partner, Inc. |
|
Delaware |
ValueLink, LLC |
|
Delaware |
Virtual Financial Services, LLC |
|
Delaware |
Yclip, LLC |
|
Delaware |
7
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