Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
August 13, 2008
First Data Corporation
6200 South Quebec Street
Greenwood Village, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to First Data Corporation, a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedules I and II hereto (collectively, 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 the issuance by the Company of $2,200,000,000 aggregate principal amount of 97/8% Senior Notes due 2015 (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 October 24, 2007 (the “Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company will offer the Exchange Notes in exchange for $2,200,000,000 aggregate principal amount of its outstanding 97/8% Senior Notes due 2015.
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other 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) each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”) has duly authorized, executed and delivered the Indenture in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and performance by each of the Schedule I Guarantors of the Indenture and the Exchange Notes and the Guarantees do not and will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or partnership agreement, as the case may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I Guarantor was organized or any other applicable law (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Company and each Guarantor of the Indenture, the Exchange Notes and the Guarantees do not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.
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.
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
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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 express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indenture or the Exchange Notes that requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of rights and defenses contained in Sections 4.15(2) 10.01 and 12.07 of the Indenture or (ii) Section 12.13 of the Indenture relating to severability.
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, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 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, |
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| /s/ Simpson Thacher & Bartlett LLP |
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| SIMPSON THACHER & BARTLETT LLP |
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Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
Entity Name |
| Jurisdiction of |
Atlantic Bankcard Properties Corporation |
| North Carolina |
CallTeleservices, Inc. |
| Nebraska |
Cardservice International, Inc. |
| California |
Concord Emerging Technologies, Inc. |
| Arizona |
Concord Equipment Sales, Inc. |
| Tennessee |
Concord Payment Services, Inc. |
| Georgia |
Concord Transaction Services, LLC |
| Colorado |
CTS Holdings, LLC |
| Colorado |
CTS, Inc. |
| Tennessee |
EFS Transportation Services, Inc. |
| Tennessee |
EFTLogix, Inc. |
| Nevada |
First Data Card Solutions, Inc. |
| Maryland |
First Data Merchant Services Corporation |
| Florida |
First Data Retail ATM Services L.P. |
| Texas |
First Data Voice Services |
| Delaware |
FundsXpress Financial Network, Inc. |
| Texas |
Gibbs Management Group, Inc. |
| Georgia |
Gift Card Services, Inc. |
| Oklahoma |
H & F Services, Inc. |
| Tennessee |
Intelligent Results, Inc. |
| Washington |
IPS Inc. |
| Colorado |
JOT, Inc. |
| Nevada |
Linkpoint International, Inc. |
| Nevada |
New Payment Services, Inc. |
| Georgia |
PaySys International, Inc. |
| Florida |
POS Holdings, Inc. |
| California |
Shared Global Systems, Inc. |
| Texas |
Size Technologies, Inc. |
| California |
Southern Telecheck, Inc. |
| Louisiana |
TASQ Technology, Inc. |
| California |
Technology Solutions International, Inc. |
| Georgia |
TeleCheck Holdings, Inc. |
| Georgia |
TeleCheck International, Inc. |
| Georgia |
TeleCheck Pittsburgh/West Virginia, Inc. |
| Pennsylvania |
Unified Merchant Services |
| Georgia |
Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited Partnerships Incorporated or
Formed in the States of Delaware and New York
Entity Name |
| Jurisdiction of |
Achex, Inc. |
| Delaware |
Atlantic States Bankcard Association, Inc. |
| Delaware |
B1 PTI Services, Inc. |
| Delaware |
Bankcard Investigative Group Inc. |
| Delaware |
Business Office Services, Inc. |
| Delaware |
BUYPASS Inco Corporation |
| Delaware |
Call Interactive Holdings LLC |
| Delaware |
Cardservice Delaware, Inc. |
| Delaware |
CESI Holdings, Inc. |
| Delaware |
CIFS Corporation |
| Delaware |
CIFS LLC |
| Delaware |
Concord Computing Corporation |
| Delaware |
Concord Corporate Services, Inc. |
| Delaware |
Concord EFS Financial Services, Inc. |
| Delaware |
Concord EFS, Inc. |
| Delaware |
Concord Financial Technologies, Inc. |
| Delaware |
Concord NN, LLC |
| Delaware |
Concord One, LLC |
| Delaware |
Concord Processing, Inc. |
| Delaware |
Credit Performance Inc. |
| Delaware |
DDA Payment Services, LLC |
| Delaware |
DW Holdings, Inc. |
| Delaware |
EPSF Corporation |
| Delaware |
FDC International Inc. |
| Delaware |
FDFS Holdings, LLC |
| Delaware |
FDGS Holdings General Partner II, LLC |
| Delaware |
FDGS Holdings, LLC |
| Delaware |
FDGS Holdings, L.P. |
| Delaware |
FDMS Partner, Inc. |
| Delaware |
FDR Ireland Limited |
| Delaware |
FDR Interactive Technologies Corporation |
| New York |
FDR Limited |
| Delaware |
FDR Missouri Inc. |
| Delaware |
FDR Signet Inc. |
| Delaware |
FDR Subsidiary Corp. |
| Delaware |
First Data Aviation LLC |
| Delaware |
First Data Capital, Inc. |
| Delaware |
First Data Commercial Services Holdings, Inc. |
| Delaware |
First Data Communications Corporation |
| Delaware |
First Data Corporation |
| Delaware |
First Data Digital Certificates Inc. |
| Delaware |
First Data Financial Services, L.L.C. |
| Delaware |
First Data Government Solutions, Inc. |
| Delaware |
First Data Government Solutions, LLC |
| Delaware |
First Data Government Solutions, L.P. |
| Delaware |
First Data Integrated Services Inc. |
| Delaware |
First Data Latin America Inc. |
| Delaware |
First Data Merchant Services Northeast, LLC |
| Delaware |
First Data Merchant Services Southeast, L.L.C. |
| Delaware |
First Data Mobile Holdings, Inc. |
| Delaware |
First Data Payment Services, LLC |
| Delaware |
First Data Pittsburgh Alliance Partner Inc. |
| Delaware |
First Data PS Acquisition Inc. |
| Delaware |
First Data Real Estate Holdings L.L.C. |
| Delaware |
First Data Resources, LLC |
| Delaware |
First Data Secure LLC |
| Delaware |
First Data Solutions L.L.C. |
| Delaware |
First Data Technologies, Inc. |
| Delaware |
First Data, L.L.C. |
| Delaware |
FSM Services Inc. |
| Delaware |
FundsXpress, Inc. |
| Delaware |
FX Securities, Inc. |
| Delaware |
Gratitude Holdings LLC |
| Delaware |
ICVerify Inc. |
| Delaware |
IDLogix, Inc. |
| Delaware |
Initial Merchant Services, LLC |
| Delaware |
Instant Cash Services, LLC |
| Delaware |
IPS Holdings Inc. |
| Delaware |
LoyaltyCo LLC |
| Delaware |
MAS Inco Corporation |
| Delaware |
MAS Ohio Corporation |
| Delaware |
Money Network Financial, LLC |
| Delaware |
National Payment Systems Inc. |
| New York |
NPSF Corporation |
| Delaware |
PayPoint Electronic Payment Systems, LLC |
| Delaware |
QSAT Financial, LLC |
| Delaware |
REMITCO LLC |
| Delaware |
Sagebrush Holdings Inc. |
| Delaware |
Sagetown Holdings Inc. |
| Delaware |
Sageville Holdings LLC |
| Delaware |
Star Networks, Inc. |
| Delaware |
Star Processing, Inc. |
| Delaware |
Star Systems Assets, Inc. |
| Delaware |
Star Systems, Inc. |
| Delaware |
Star Systems, LLC |
| Delaware |
Strategic Investment Alternatives LLC |
| Delaware |
SurePay Real Estate Holdings, Inc. |
| Delaware |
SY Holdings, Inc. |
| Delaware |
TASQ Corporation |
| Delaware |
Taxware, LLC |
| Delaware |
TeleCheck Acquisition LLC |
| Delaware |
TeleCheck Acquisition-Michigan, LLC |
| Delaware |
TeleCheck Services, Inc. |
| Delaware |
Transaction Solutions Holdings, Inc. |
| Delaware |
Transaction Solutions, LLC |
| Delaware |
Unibex, LLC |
| Delaware |
Unified Partner, Inc. |
| Delaware |
ValueLink, LLC |
| Delaware |
Virtual Financial Services, LLC |
| Delaware |
Yclip, LLC |
| Delaware |