Exhibit 5.4
June 10, 2011
COLUMBUS | CLEVELAND
CINCINNATI-DAYTON
BRICKER & ECKLER LLP
100 South Third Street
Columbus, Ohio 43215-4291
MAIN: 614.227.2300
FAX: 614.227.2390
www.bricker.com
info@bricker.com
Stephen Intihar
614.227.2376
sintihar@bricker.com
DineEquity, Inc.
450 North Brand Boulevard
Glendale, California 91203
| Re: | IHOP TPGC, LLC |
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to IHOP TPGC, LLC, an Ohio limited liability company (the “Ohio Guarantor”), in connection with the public offering of up to $792,750,000 aggregate principal amount of the 9.5% Senior Notes due 2018 (the “Exchange Notes”) by DineEquity, Inc., a Delaware corporation (the “Issuer”), pursuant to that certain Indenture, dated as of October 19, 2010, among the Issuer, the Guarantors, as defined in said Indenture, and Wells Fargo Bank, National Association, as trustee (the “Trustee,” and such indenture, the “Indenture”), which provides for the guarantee of the Exchange Notes by the Guarantors, including the Ohio Guarantor (the “Guarantees”), to the extent set forth in the Indenture.
We understand that this opinion is being furnished to comply with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-4 of the Issuer and the Guarantors relating to the Exchange Notes and the Guarantees to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act on the date hereof (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) an executed copy of the Indenture, including Article X thereof containing the Guarantee obligations of the Ohio Guarantor;
(c) an executed copy of the Manager’s Certificate of IHOP TPGC, LLC, dated June 10, 2011, containing the following as exhibits thereto:
| (i) | the Articles of Organization of the Ohio Guarantor filed with the Ohio Secretary of State on April 15, 2009, as certified by the Secretary of State of the State of Ohio as of April 5, 2011; |
DineEquity, Inc.
June 10, 2011
Page 2
| (ii) | the Operating Agreement of the Ohio Guarantor, dated as of April 15, 2009 (the “Operating Agreement”); |
| (iii) | the Unanimous Written Consent of the Board of Managers of the Ohio Guarantor, dated October 14, 2010; and |
| (iv) | A certificate of full force and effect issued by the Ohio Secretary of State dated April 4, 2011, and a bringdown verification thereof, dated June 9, 2011. |
We have also examined such written statutes of the State of Ohio and such written regulations thereunder and such reported orders, judgments or decrees of courts as we have deemed necessary for purposes of this letter.
In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. We have relied on representation made in the documents referred to above as to various questions of fact material to the matters set forth below, and we have not assumed any responsibility for making any independent investigation or verification of any factual matter stated in or represented by any of the foregoing documents or any other factual matter.
In issuing this letter, we have acted only as members of the bar in the State of Ohio. We do not express any opinion with respect to the laws of any jurisdiction other than the State of Ohio.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that the Guarantee of the Ohio Guarantor has been duly authorized by all requisite limited liability company action on the part of Ohio Guarantor.
The opinion stated herein is limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
In addition, in rendering the foregoing opinions we have assumed that the Operating Agreement is the only agreement of the members of Ohio Guarantor as to the affairs of Ohio Guarantor and the conduct of its business, and we do not express any opinion with respect to the effect of any other agreement of the members of Ohio Guarantor as to the affairs of Ohio Guarantor and the conduct of its business.
DineEquity, Inc.
June 10, 2011
Page 3
Please be further advised that this letter addresses only those laws that an Ohio lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the entities, transactions and agreements addressed herein. The matters that are addressed in this letter, the meaning of the language used and the scope of work performed are based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kinds set forth herein.
Our opinions and representations contained herein are rendered only as of the date hereof, and we undertake no obligation to update this letter or the opinions and representations contained herein after the date hereof. This opinions and representations contained in this letter only constitute our professional judgment as to the matters set forth herein, and should not be considered to be a guarantee of any particular result.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within 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. Subject to all qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Skadden, Arps, Slate, Meagher & Flom LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuer, as filed with the Commission as Exhibit 5.1 to the Registration Statement on the date hereof.
| BRICKER & ECKLER LLP |
| /s/ Stephen Intihar |
| Stephen Intihar |