Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE: (212) 455-2502
| DIRECT DIAL NUMBER | E-MAIL ADDRESS |
June 6, 2007
ARAMARK Corporation
1101 Market Street
Philadelphia, Pennsylvania 19107
Ladies and Gentlemen:
We have acted as counsel to ARAMARK Corporation, a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule 1 hereto (the “Schedule I Guarantors”) and Schedule II hereto (the “Schedule II Guarantors” and, collectively with the Schedule I Guarantors, 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 (i) the issuance by the Company of $1,280,000,000 aggregate principal amount of 8l/2% Senior Notes due 2015 (the “Fixed Rate Exchange Notes”) and $500,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (the “Floating Rate Exchange Notes” and, together with the Fixed Rate Exchange Notes, 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 January 26, 2007 (the “Original Indenture”) among the Company, RMK Acquisition Corporation, a Delaware corporation, the Guarantors and The Bank of New York, as Trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated March 30, 2007 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Fixed Rate Exchange Notes will be offered by the Company in exchange for $1,280,000,000 aggregate principal amount of its outstanding 8l/2% Senior Notes due 2015, The Floating Rate Exchange Notes will be offered by the Company in exchange for $500,000,000 aggregate principal amount of its outstanding Senior Floating Rate Notes due 2015.
| LOS ANGELES | PALO ALTO | WASHINGTON, D.C. | HONG KONG | LONDON | TOKYO |
SIMPSON THACHER & BARTLETTLLP
| ARAMARK CORPORATION, INC. | June 6, 2007 |
We have examined the Registration Statement, the Original Indenture and the Supplemental Indenture, 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 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 Indenture is the valid and legally binding obligation of the Trustee.
We have assumed further that (1) the Schedule II Guarantors have duly authorized, executed and delivered the Indenture and (2) execution, delivery and performance by the Schedule II Guarantors of the Indenture and Guarantees do not and will not violate the laws of the respective jurisdictions in which each of them is incorporated, organized or formed, as applicable, or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).
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 Company enforceable against the Company in accordance with their terms.
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SIMPSON THACHER & BARTLETTLLP
| ARAMARK CORPORATION, INC. | June 6, 2007 |
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, Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5 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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SIMPSON THACHER & BARTLETTLLP
| ARAMARK CORPORATION, INC. | June 6, 2007 |
Schedule I
Name of Entity | Jurisdiction of Incorporation or Organization | |
| Addison Concessions, Inc. | Delaware | |
| ARAMARK Asia Management, LLC | Delaware | |
| ARAMARK Aviation Services Limited Partnership | Delaware | |
| ARAMARK Campus, LLC | Delaware | |
| ARAMARK Cleanroom Services, LLC | Delaware | |
| ARAMARK Cleanroom Services (Puerto Rico), Inc. | Delaware | |
| ARAMARK Clinical Technology Services, LLC | Delaware | |
| ARAMARK Confection, LLC | Delaware | |
| ARAMARK Correctional Services, LLC | Delaware | |
| ARAMARK CTS, LLC | Delaware | |
| ARAMARK Educational Group, LLC | Delaware | |
| ARAMARK Educational Services, LLC | Delaware | |
| ARAMARK Engineering Associates, LLC | Delaware | |
| ARAMARK Entertainment, LLC | Delaware | |
| ARAMARK Executive Management Services USA, Inc. | Delaware | |
| ARAMARK Facilities Management, LLC | 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 of the Virgin Islands, Inc. | Delaware | |
| ARAMARK Healthcare Support Services, LLC | Delaware | |
| ARAMARK/HMS, LLC | Delaware | |
| ARAMARK India Holdings LLC | Delaware | |
| ARAMARK Industrial Services, LLC | Delaware | |
| ARAMARK Japan, Inc. | Delaware | |
| ARAMARK Management Services Limited Partnership | Delaware | |
| ARAMARK Marketing Services Group, Inc. | Delaware | |
| ARAMARK Organizational Services, Inc. | Delaware | |
| ARAMARK RAV, LLC | Delaware | |
| ARAMARK RBI, Inc. | Delaware | |
| ARAMARK Refreshment Services, LLC | Delaware | |
| ARAMARK Schools, LLC | Delaware | |
| ARAMARK SCM, Inc. | Delaware |
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SIMPSON THACHER & BARTLETTLLP
| ARAMARK CORPORATION, INC. | June 6, 2007 |
Name of Entity | Jurisdiction of Incorporation or Organization | |
| 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 Summer Games 1996, 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 (Matchpoint) LLC | Delaware | |
| ARAMARK Uniform Services (Midwest) LLC | Delaware | |
| ARAMARK Uniform Services (North Carolina) LLC | Delaware | |
| ARAMARK Uniform Services (Pittsburgh) LLC | Delaware | |
| ARAMARK Uniform Services (Rochester) LLC | Delaware | |
| ARAMARK Uniform Services (Santa Ana) LLC | Delaware | |
| ARAMARK Uniform Services (Syracuse) LLC | Delaware | |
| ARAMARK Uniform Services (West Adams) LLC | Delaware | |
| ARAMARK Venue Services, Inc. | Delaware | |
| Delsac VIII, Inc. | Delaware | |
| Fine Host Holdings, LLC | Delaware | |
| Galls, an ARAMARK Company, LLC | Delaware | |
| Harrison Conference Associates, LLC | Delaware | |
| Harrison Conference Center of Glen Cove, Inc. | New York | |
| Harry M. Stevens, LLC | Delaware | |
| Landy Textile Rental Services, LLC | Delaware | |
| Seamless Web Professional Solutions, LLC | Delaware | |
| The Menu Marketing Group, LLC | Delaware |
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SIMPSON THACHER & BARTLETTLLP
| ARAMARK CORPORATION, INC. | June 6, 2007 |
Schedule II
Name of Entity | Jurisdiction of Incorporation or Organization | |
| 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 Facility Management Corporation of Iowa | Iowa | |
| ARAMARK FHC Kansas, Inc. | Kansas | |
| ARAMARK Food Service Corporation of Kansas | Kansas | |
| ARAMARK Food Service of Texas, LLC | Texas | |
| ARAMARK Healthcare Support Services of Texas, Inc. | Texas | |
| ARAMARK Kitty Hawk, Inc. | Idaho | |
| ARAMARK Services Management of HI, Inc. | Hawaii | |
| ARAMARK Services Management of IL, Inc. | Illinois | |
| ARAMARK Services Management of MI, Inc. | Michigan | |
| ARAMARK Services Management of NJ, Inc. | New Jersey | |
| ARAMARK Services Management of OH, Inc. | Ohio | |
| ARAMARK Services Management of SC, Inc. | South Carolina | |
| ARAMARK Services Management of WI, Inc | Wisconsin | |
| ARAMARK Services of Kansas, Inc. | Kansas | |
| ARAMARK Sports and Entertainment Services of Texas, LLC | Texas | |
| Harrison Conference Center of Lake Bluff, Inc. | Illinois | |
| Harrison Conference Services of Massachusetts, LLC | Massachusetts | |
| Harrison Conference Services of North Carolina, LLC | North Carolina | |
| Harrison Conference Services of Princeton, Inc. | New Jersey | |
| Harrison Conference Services of Wellesley, LLC | Massachusetts | |
| Harry M. Stevens, Inc. of New Jersey | New Jersey | |
| Harry M. Stevens, Inc. of Pernn. | Pennsylvania | |
| Kowalski-Dickow Associates, LLC | Wisconsin | |
| L&N Uniform Supply Co., LLC | California | |
| Lake Tahoe Cruises, LLC | California | |
| My Assistant, Inc. | Pennsylvania | |
| Overall Laundry Services, Inc. | Washington | |
| Paradise Hornblower, LLC | California | |
| Restaura, Inc. | Michigan | |
| Shoreline Operating Company, Inc. | California | |
| Tahoe Rocket LP | California | |
| Travel Systems, LLC | Nevada |
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