Exhibit 5.2
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AmSouth Center 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238-3001 (615) 742-6200 |
August 11, 2006
Affinion Group, Inc.
100 Connecticut Avenue
Norwalk, Connecticut 06850
Ladies and Gentlemen:
We have acted as special Tennessee counsel to Long Term Preferred Care, Inc., a Tennessee corporation (the “Company”), in connection with the Registration Statement on Form S-4 (File No. 333-133895) (the “Registration Statement”) filed by Affinion Group, Inc., a Delaware corporation (“Affinion”), the Company and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by Affinion of $304,000,000 aggregate principal amount of 10 1/8% Senior Notes Due 2013 (the “Senior Exchange Securities”) and $355,500,000 principal amount of 11 1/2% Senior Subordinated Notes Due 2015 (the “Senior Subordinated Exchange Securities,” and collectively, with the Senior Exchange Securities, the “Exchange Securities”) and the issuance by the Company and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Senior Exchange Securities and the related Guarantees will be issued under an indenture dated as of October 17, 2005 among Affinion, the Company, the other Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Senior Subordinated Exchange Securities and the related Guarantees will be issued under an indenture dated as of April 26, 2006 (collectively with the indenture dated as of October 17, 2005, the “Indentures”) among Affinion, the Company, the other Guarantors and the Trustee. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indentures.
We have examined the Indentures, which have been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Company, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and
Affinion Group, Inc.
August 11, 2006
Page 2
warranties of the parties contained in the Indentures and in certificates provided pursuant to or in connection with the Indentures or otherwise provided to us, and we have made no independent inquiries or investigations. For purposes of the opinions on the existence and good standing of the Company, we have relied solely upon a certificate of existence issued by the Tennessee Secretary of State of recent date.
In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:
(a) the due organization and existence of all parties to the Indentures, except to the extent that we express an opinion inParagraph 1 below regarding the existence of the Company,
(b) the due authorization of the Indentures by all parties thereto, except to the extent that we express an opinion inParagraph 1 below regarding the authorization of the Indentures by the Company,
(c) the due execution and delivery of the Indentures by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion inParagraph 2 below regarding the execution and delivery of the Indentures by the Company,
(d) that each of the parties to the Indentures has the legal right, power and authority to enter into the Indentures and to consummate the transactions contemplated thereby, except to the extent that we express an opinion inParagraph 1 below regarding the corporate power and corporate authority of the Company, and
(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.
Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:
1. The Company is a validly existing Tennessee corporation, in good standing under the laws of the State of Tennessee. The Company has the necessary corporate power and corporate authority under the laws of Tennessee to execute and deliver the Indentures and perform its obligations thereunder. The execution and delivery of the Indentures and the performance and observance by the Company of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company.
2. To the extent Tennessee law is applicable, the Indentures have been duly executed and delivered by the Company.
The opinions expressed herein are limited to the laws of Tennessee.
Affinion Group, Inc.
August 11, 2006
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Our opinion is rendered as of the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 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/ Bass, Berry & Sims PLC |
