Exhibit 5.2
STEPHEN R. REYNOLDS EXECUTIVE VICE PRESIDENT GENERAL COUNSEL AND SECRETARY |  |
December 17, 2013
ARAMARK Holdings Corporation
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of ARAMARK Holdings Corporation, a Delaware corporation (the “Company”). The Company and ARAMARK Corporation, a Delaware corporation (the “Issuer”), have filed a Registration Statement on Form S-4 (the “Registration Statement”) together with the subsidiary guarantors listed therein (such subsidiary guarantors, together with the Company, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of $1,000,000,000 aggregate principal amount of 5.75% Senior Notes due 2020 (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 March 7, 2013 (as amended through the date hereof, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Issuer in exchange for $1,000,000,000 aggregate principal amount of its outstanding 5.75% Senior Notes due 2020.
I have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company, the Issuer, and the Schedule I Subsidiaries.
1101 MARKET STREET
PHILADELPHIA, PA 19107
215 238 6846 FAX 215 238 3388
Reynolds-Steve@ARAMARK.com
In rendering the opinion set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ Stephen R. Reynolds |
Stephen R. Reynolds |
2
Schedule I
Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or Delaware
Subsidiary | State of Incorporation or Formation | |
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 | |
ARAMARK Technical Services North Carolina, Inc. | North Carolina | |
Brand Coffee Service, Inc. | Texas | |
Genesis Technology Partners, LLC | Nebraska | |
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 Penn | Pennsylvania | |
Kowalski-Dickow Associates, LLC | Wisconsin | |
L&N Uniform Supply, LLC | California | |
Lake Tahoe Cruises, LLC | California | |
MyAssistant, Inc. | Pennsylvania | |
Old Time Coffee Co. | California | |
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 | |