Exhibit 5.2
December 7, 2016
Aramark
Aramark Services, Inc.
Aramark Tower
1101 Market Street
Philadelphia, PA 19107
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of Aramark, a Delaware corporation (the “Company”). The Company and Aramark Services, Inc., a Delaware corporation (the “Issuer”), have filed a Registration Statement on FormS-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 (i) the issuance by the Issuer of $500,000,000 aggregate principal amount of 5.125% Senior Notes due 2024 (the “2024 Exchange Notes”) and the issuance by the Guarantors of guarantees (the “2024 Exchange Notes Guarantees”) with respect to the 2024 Exchange Notes and (ii) the issuance by the Issuer of $500,000,000 aggregate principal amount of 4.750% Senior Notes due 2026 (the “2026 Exchange Notes” and, together with the 2024 Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “2026 Exchange Notes Guarantees” and, together with the 2024 Exchange Notes Guarantees, the “Guarantees”) with respect to the 2026 Exchange Notes. The 2024 Exchange Notes and the 2024 Exchange Notes Guarantees will be issued under the indenture, dated as of December 17, 2015 (the “Base Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the supplemental indenture, dated as of May 31, 2016 (together with the Base Indenture, as amended through the date hereof, the “2024 Notes Indenture”). The 2026 Exchange Notes and the 2026 Exchange Notes Guarantees will be issued under the indenture, dated as of May 31, 2016 (as amended through the date hereof, the “2026 Notes Indenture” and, together with the 2024 Notes Indenture, the “Indentures”), among the Issuer, the Guarantors and the Trustee. The Issuer will offer the 2024 Exchange Notes in exchange for $500,000,000 aggregate principal amount of its outstanding 5.125% Senior Notes due 2024 that were issued on May 31, 2016 and the 2026 Exchange Notes in exchange for $500,000,000 aggregate principal amount of its outstanding 4.750% Senior Notes due 2026 that were issued on May 31, 2016.
I have examined the Registration Statement and the Indentures (including the form of 5.125% Senior Notes due 2024 and the form of 4.750% Senior Notes due 2026), which have been filed with the Commission as exhibits 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 letter, 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.
In rendering the opinions 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 State of 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 FHC Kansas, Inc. | Kansas | |
| Aramark Food Service of Texas, LLC | Texas | |
| 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 | |
| Harrison Conference Services of North Carolina, LLC | North Carolina | |
| Harry M. Stevens Inc. of New Jersey. | New Jersey | |
| Harry M. Stevens Inc. of Penn | Pennsylvania | |
| 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 | |
| Travel Systems, LLC | Nevada |