Exhibit 5.1
September 28, 2011
Burlington Coat Factory Warehouse Corporation
1830 Route 130 North
Burlington, New Jersey 08016
| Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Issuer”), and each of the guarantors listed onSchedule A hereto (the “Guarantors” and each a “Guarantor” and together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $450,000,000 in aggregate principal amount of the Issuer’s 10% Senior Notes due 2019 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about July 15, 2011. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of February 24, 2011 (the “Indenture”) by and among the Issuer, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of the Issuer’s 10% Senior Notes due 2019 issued on February 24, 2011 (the “Old Notes”), of which $450,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the articles of incorporation, bylaws and operating agreements of the Issuer and the Guarantors, (ii) resolutions of the Issuer and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as February 24, 2011, by and among the Issuer, the Guarantors and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporation and Wells Fargo Securities, LLC. (the “Registration Rights Agreement”) and (vi) forms of the Exchange Notes and the Guarantees.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued and binding obligations of the Issuer and the Guarantees will be validly issued and binding obligations of the Guarantors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and Delaware law and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.
We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound, except those agreements and instruments that have been identified by the Issuer and the Guarantors as being material to them and that have been filed as exhibits to the Registration Statement.
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This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
| Yours very truly, |
| /s/ Kirkland & Ellis LLP |
| KIRKLAND & ELLIS LLP |
3
Schedule A
Guarantors | Jurisdiction of Organization | |
| Burlington Coat Factory of Alabama, LLC | Alabama | |
| Burlington Coat Factory Realty of Huntsville, LLC | Alabama | |
| Burlington Coat Factory Warehouse of Anchorage, Inc. | Alaska | |
| Burlington Coat Factory Realty of Mesa, Inc. | Arizona | |
| Burlington Coat Factory Realty of Desert Sky, Inc. | Arizona | |
| Burlington Coat Factory of Arizona, LLC | Arizona | |
| Burlington Coat Factory of Arkansas, LLC | Arkansas | |
| Burlington Coat Factory Realty of Dublin, Inc. | California | |
| Burlington Coat Factory Realty of Florin, Inc. | California | |
| Burlington Coat Factory Realty of Ventura, Inc. | California | |
| Baby Depot of California, LLC | California | |
| Burlington Coat Factory of California, LLC | California | |
| Burlington Coat Factory of San Bernardino, LLC | California | |
| MJM Designer Shoes of California, LLC | California | |
| Burlington Coat Factory of Colorado, LLC | Colorado | |
| Burlington Coat Realty of East Windsor, Inc. | Connecticut | |
| Burlington Coat Factory of Connecticut, LLC | Connecticut | |
| Cohoes Fashions of Connecticut, LLC | Connecticut | |
| Burlington Coat Factory of Texas, Inc. | Delaware | |
| C.F.I.C. Corporation | Delaware | |
| Burlington Coat Factory Realty Corp. | Delaware | |
| Burlington Coat Factory of Delaware, LLC | Delaware | |
| MJM Designer Shoes of Delaware, LLC | Delaware | |
| Burlington Coat Factory Investments Holdings, Inc. | Delaware | |
| Burlington Coat Factory of Texas, L.P. | Delaware | |
| Burlington Coat Factory Realty of University Square, Inc. | Florida | |
| Burlington Coat Factory Realty of Coral Springs, Inc. | Florida | |
Guarantors | Jurisdiction of Organization | |
| Burlington Coat Factory Realty of West Colonial, Inc. | Florida | |
| Burlington Coat Factory Realty of Orlando, Inc. | Florida | |
| Burlington Coat Factory Realty of Sarasota, Inc. | Florida | |
| K&T Acquisition Corp. | Florida | |
| Burlington Coat Factory of Florida, LLC | Florida | |
| MJM Designer Shoes of Florida, LLC | Florida | |
| Bee Ridge Plaza, LLC | Florida | |
| Burlington Coat Factory Warehouse of Atlanta, Inc. | Georgia | |
| Burlington Coat Factory Realty of Morrow, Inc. | Georgia | |
| Burlington Coat Factory of Georgia, LLC | Georgia | |
| Burlington Coat Factory of Hawaii, LLC | Hawaii | |
| Burlington Coat Factory of Idaho, LLC | Idaho | |
| Burlington Coat Factory Warehouse of East St. Louis, Inc. | Illinois | |
| Burlington Coat Realty of Gurnee, Inc. | Illinois | |
| Burlington Coat Factory Realty of Bloomingdale, Inc. | Illinois | |
| Burlington Coat Factory Realty of River Oaks, Inc. | Illinois | |
| Burlington Coat Factory of Illinois, LLC | Illinois | |
| Burlington Coat Factory Realty of Greenwood, Inc. | Indiana | |
| Burlington Coat Factory of Indiana, LLC | Indiana | |
| Burlington Coat Factory of Iowa, LLC | Iowa | |
| Burlington Coat Factory of Kansas, LLC | Kansas | |
| Burlington Coat Factory of Kentucky, Inc. | Kentucky | |
| Burlington Coat Factory of Louisiana, LLC | Louisiana | |
| Burlington Coat Factory of Maine, LLC | Maine | |
| Burlington Coat Factory of Maryland, LLC | Maryland | |
| Burlington Coat Factory Realty of North Attleboro, Inc. | Massachusetts | |
| Burlington Coat Factory of Massachusetts, LLC | Massachusetts | |
Guarantors | Jurisdiction of Organization | |
| Cohoes Fashions of Massachusetts, LLC | Massachusetts | |
| Burlington Coat Factory Warehouse of Detroit, Inc. | Michigan | |
| Burlington Coat Factory Warehouse of Grand Rapids, Inc. | Michigan | |
| Burlington Coat Factory Warehouse of Redford, Inc. | Michigan | |
| Burlington Coat Factory of Michigan, LLC | Michigan | |
| Burlington Coat Factory of Minnesota, LLC | Minnesota | |
| Burlington Coat Factory of Mississippi, LLC | Mississippi | |
| Burlington Coat Factory Realty of Des Peres, Inc. | Missouri | |
| Burlington Coat Factory of Missouri, LLC | Missouri | |
| Burlington Coat Factory of Montana, LLC | Montana | |
| Burlington Coat Factory of Nebraska, LLC | Nebraska | |
| Burlington Coat Realty of Las Vegas, Inc. | Nevada | |
| Burlington Coat Factory of Nevada, LLC | Nevada | |
| Burlington Coat Factory of New Hampshire, LLC | New Hampshire | |
| Burlington Coat Factory Direct Corporation | New Jersey | |
| Burlington Coat Factory Warehouse of Edgewater Park, Inc. | New Jersey | |
| Burlington Coat Factory Warehouse of New Jersey, Inc. | New Jersey | |
| MJM Designer Shoes of Moorestown, Inc. | New Jersey | |
| Super Baby Depot of Moorestown, Inc. | New Jersey | |
| Burlington Coat Factory Realty of Edgewater Park, Inc. | New Jersey | |
| Burlington Coat Factory Realty of Paramus, Inc. | New Jersey | |
| Burlington Coat Factory Realty of Pinebrook, Inc. | New Jersey | |
| Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp. | New Jersey | |
| Burlington Coat Factory of New Jersey, LLC | New Jersey | |
| Cohoes Fashions of New Jersey, LLC | New Jersey | |
| MJM Designer Shoes of New Jersey, LLC | New Jersey | |
Guarantors | Jurisdiction of Organization | |
| Burlington Coat Factory of New Mexico, LLC | New Mexico | |
| LC Acquisition Corp. | New York | |
| Georgetown Fashions Inc. | New York | |
| Monroe G. Milstein, Inc. | New York | |
| Burlington Coat Factory Realty of Yonkers, Inc. | New York | |
| Burlington Coat Factory of New York, LLC | New York | |
| Cohoes Fashions of New York, LLC | New York | |
| MJM Designer Shoes of New York, LLC | New York | |
| Burlington Coat Factory of North Carolina, LLC | North Carolina | |
| Burlington Coat Factory of North Dakota, LLC | North Dakota | |
| Burlington Coat Factory Warehouse of Cleveland, Inc. | Ohio | |
| Burlington Coat Factory of Ohio, LLC | Ohio | |
| Burlington Coat Factory Realty of Tulsa, Inc. | Oklahoma | |
| Burlington Coat Factory of Oklahoma, LLC | Oklahoma | |
| Burlington Coat Factory of Oregon, LLC | Oregon | |
| Burlington Coat Factory Warehouse Inc. | Pennsylvania | |
| Burlington Coat Factory Warehouse of Cheltenham, Inc. | Pennsylvania | |
| Burlington Coat Factory Warehouse of Langhorne, Inc. | Pennsylvania | |
| Burlington Coat Factory Warehouse of Montgomeryville, Inc. | Pennsylvania | |
| Burlington Coat Factory Realty of West Mifflin, Inc. | Pennsylvania | |
| Burlington Coat Factory Realty of Langhorne, Inc. | Pennsylvania | |
| Burlington Coat Factory Realty of Whitehall, Inc. | Pennsylvania | |
| Burlington Factory Warehouse of Reading, Inc. | Pennsylvania | |
| Burlington Coat Factory Warehouse of Bristol, LLC | Pennsylvania | |
| Burlington Coat Factory of Pennsylvania, LLC | Pennsylvania | |
| MJM Designer Shoes of Pennsylvania, LLC | Pennsylvania | |
| Burlington Coat Factory of Puerto Rico, LLC | Puerto Rico | |
Guarantors | Jurisdiction of Organization | |
| Cohoes Fashions of Cranston, Inc. | Rhode Island | |
| Burlington Coat Factory of Rhode Island, LLC | Rhode Island | |
| Burlington Coat Factory Warehouse of Charleston, Inc. | South Carolina | |
| Burlington Coat Factory of South Carolina, LLC | South Carolina | |
| Burlington Coat Factory of South Dakota, LLC | South Dakota | |
| Burlington Coat Factory Warehouse of Hickory Commons, Inc. | Tennessee | |
| Burlington Coat Factory Warehouse of Memphis, Inc. | Tennessee | |
| Burlington Coat Factory Warehouse of Shelby, Inc. | Tennessee | |
| Burlington Coat Factory Realty of Memphis, Inc. | Tennessee | |
| Burlington Coat Realty of Plano, Inc. | Texas | |
| Burlington Coat Factory Warehouse of Baytown, Inc. | Texas | |
| M J M Designer Shoes of Texas, Inc. | Texas | |
| Burlington Coat Realty of Houston, Inc. | Texas | |
| Burlington Coat Factory Realty of Westmoreland, Inc. | Texas | |
| Burlington Coat Factory Realty of Bellaire, Inc. | Texas | |
| Burlington Coat Factory Realty of El Paso, Inc. | Texas | |
| Burlington Coat Factory of Utah, LLC | Utah | |
| Burlington Coat Factory of Vermont, LLC | Vermont | |
| BCF Cards, Inc. | Virginia | |
| Burlington Coat Factory Warehouse of Coliseum, Inc. | Virginia | |
| Burlington Coat Realty of Potomac, Inc. | Virginia | |
| Burlington Coat Factory Realty of Fairfax, Inc. | Virginia | |
| Burlington Coat Factory Realty of Coliseum, Inc. | Virginia | |
| Burlington Coat Factory of Virginia, LLC | Virginia | |
| Burlington Coat Factory of Pocono Crossing, LLC | Virginia | |
| Burlington Coat Factory Realty of Franklin, Inc. | Washington | |
| Burlington Coat Factory of Washington, LLC | Washington | |
Guarantors | Jurisdiction of Organization | |
| Burlington Coat Factory of West Virginia, LLC | West Virginia | |
| Burlington Coat Factory of Wisconsin, LLC | Wisconsin | |