Exhibit 5.7
[Dickinson Wright PLLC Letterhead]
[ ], 2011
ClubCorp Club Operations, Inc.
3030 LBJ Freeway, Suite 600
Dallas, TX 75234
Re: $415,000,000 10% Senior Notes due 2018
Ladies and Gentlemen:
We have acted as special counsel in the State of Michigan (the “State”) to Oak Pointe Country Club, Inc., a Michigan corporation, and Renaissance Club, Inc., a Michigan corporation (individually, a “Guarantor” and collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), the Guarantors and the other registrant guarantors named therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $415,000,000 aggregate principal amount of 10% Senior Notes due 2018 (the “Exchange Notes”) and the issuance by the Guarantors and the other guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes will be issued under, and the Guarantees are issued as provided in, an indenture dated as of November 30, 2010 (the “Indenture”), among the Company, the guarantors named therein (including the Guarantors) and Wilmington Trust FSB, as trustee (the “Trustee”). The Company will offer the Exchange Notes and the Guarantees in exchange for up to $415,000,000 aggregate principal amount of its outstanding 10% Senior Notes due 2018 and the related guarantees. Terms not defined herein shall have the meanings assigned thereto in the Indenture.
Our representation of the Guarantors has been limited solely to the issuance of the Guarantees by the Guarantors as contemplated in the Indenture.
In rendering our opinion we have examined the Registration Statement and the Indenture, which Indenture has been filed with the Commission as an exhibit to the Registration Statement. We have also examined (i) each Guarantor’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”); (ii) a copy of each Guarantor’s Amended and Restated Bylaws, certified to us by each Guarantor’s Secretary as of November 30, 2010 to be complete, current and inclusive of all amendments (the “Bylaws”), (iii) copies of minutes of meetings or consent resolutions of the Board of Directors of each Guarantor authorizing the transactions contemplated by the Indenture and certified to us by each Guarantor’s Secretary as of November 30, 2010 to be complete and currently in effect without amendment, revision or repeal; (iv) a certified copy of a Certificate of Good Standing issued by the Bureau of Commercial Services of the Michigan Department of Energy, Labor & Economic Growth (the “MDLEG”) regarding each Guarantor’s good standing in the State, dated March 24, 2011; and (v) such other certificates of public officials, corporate documents and records and other certificates and instruments as we have deemed necessary
for the purposes of the opinion herein expressed. As to various questions of fact material to our opinion, we have relied upon certificates and written statements of officers of each Guarantor, including but not limited to the officer’s certificate attached hereto.
For purposes of this opinion, we have, with your permission, assumed without independent investigation that: (i) the Company is a corporation, duly formed, validly existing and in good standing under the laws of the State of Delaware; (ii) except with respect to the Guarantors, each of the Indenture and the Exchange Notes has been duly executed and delivered by the parties thereto; (iii) except with respect to the Guarantors, each of the Indenture and the Exchange Notes has been duly authorized by the parties thereto; (iv) each of the Indenture and the Exchanges Notes is the legal, valid and binding obligation of, and is enforceable in accordance with its respective terms against, each of the parties thereto; (v) each document submitted to us as an original is authentic; (vi) each document submitted to us as a certified, conformed or photostatic copy conforms to the authentic original document; (vii) the legal capacity of natural persons; (viii) the persons who executed, acknowledged and delivered the Indenture and the Exchange Notes on behalf of each of the parties thereto (other than the Guarantors) were duly authorized to do so by each such party; (ix) neither the execution and delivery of, nor the performance by the parties (other than the Guarantors) of their respective obligations under, the Indenture contravenes or conflicts with any law, rule or regulation of, or violates the public policy of, any jurisdiction, or any judgment, order or decree of any court or regulatory body applicable to the parties or by which the parties may be bound; and (x) there are no actions, proceedings, orders, rulings or judgments affecting the matters addressed in the opinions expressed herein to which any of the parties (other than the Guarantors) that is a party to the Indenture is a party or by which any of them is bound; and there are no facts, events or circumstances other than those expressed in the Indenture that would enlarge, diminish or otherwise modify or affect the rights, titles, interests, obligations or liabilities of such parties, or any of them, and which would have an effect on the opinions hereinafter set forth.
We express no opinion with respect to the effect of any law other than the law of the State.
Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions herein contained, we are of the opinion that:
1. Each Guarantor is a corporation validly existing and in good standing under the laws of the State, and has the corporate power and authority to execute and deliver, and perform its respective obligations under, the Indenture.
2. The execution and delivery of the Indenture by each Guarantor and the performance of such Guarantor’s obligations under the Indenture have been duly authorized by all requisite action of the board of directors of such Guarantor. No other corporate action is required for the Indenture to be duly authorized, executed, delivered and the obligations thereunder to be performed. The execution and delivery of the Indenture by (a) any one of Eric Affeldt, David Woodyard, Curt McClellan or Ingrid Keiser on behalf of Renaissance Club, Inc. and (b) any one of Eric Affeldt, Mark Burnett, Curt McClellan or Ingrid Keiser on behalf of Oak Pointe Country Club, Inc. have been duly authorized by all requisite action of the board of directors of each such Guarantor.
3. The Guarantees have been duly authorized and issued by each such Guarantor.
4. The execution and delivery by each Guarantor of the Indenture do not, and the performance by the Guarantors of their respective payment obligations thereunder will not, (a) conflict with or violate any provision of the Articles of Incorporation or Bylaws of each Guarantor, (b) violate any law, rule, regulation or ordinance of the State applicable to the Guarantors, or (c) do not conflict with, constitute a default under, or violate any judgment, writ, injunction, decree, or order of any court or governmental authority of the State binding on the Guarantors.
Our opinions expressed above are subject to the following qualifications:
(a) We have not reviewed for purposes of our opinions, and nothing herein shall be construed as an opinion by us as to compliance with, any federal, state or local environmental, zoning, health, liquor licensing, safety, building, land use or subdivision laws, ordinances, rules or regulations; federal, state and local taxation laws, rules or regulations (except as expressly set forth herein); any federal or state securities or “blue sky” rules and regulations; labor, ERISA and other employee benefit laws; any Federal or state antitrust or unfair competition laws and regulations (including without limitation the Hart-Scott-Rodino Antitrust Improvements Act); any banking laws, rules or regulations, or any laws relating to fiduciary duties; or any Federal or state law, rule or regulation concerning terrorist activities, including without limitation the USA PATRIOT Act of 2001, as
amended, or the foreign assets control regulations of the U.S. Department of Treasury; any federal or state laws, rules, regulations or policies concerning criminal and civil forfeiture laws; any federal or state racketeering or other law providing for criminal prosecution; or any federal or state patent, trademark, copyright or other federal or state intellectual property laws, rules and regulations.
(b) With respect to the opinions set forth in paragraph 1 above, we have exclusively relied upon the certificates of the Bureau of Commercial Services of the MDLEG listed above.
(c) If any opinion herein is qualified by the phrase “to our knowledge” with respect to the existence or absence of facts, it is intended to indicate that during the course of our representation of the Guarantors in connection with the Indenture, no information has come to the attention of J. Bryan Williams and Cynthia A. Moore, the attorneys in our Firm engaged in this representation, which would give us actual knowledge of the existence or absence of such facts. However, with your approval, we have not undertaken any independent investigation to determine the existence or absence of such facts, have not conducted any judgment, litigation or other searches of governmental records, and any limited inquiry undertaken by us during the preparation of this opinion should not be regarded as such an investigation.
We express no opinion as to circumstances or events which may occur subsequent to the effective date of the Registration Statement.
The foregoing opinions may be relied upon by your counsel, Simpson Thacher & Bartlett LLP, in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit 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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CAM/SED
OFFICER’S CERTIFICIATE
of the Guarantors Listed on Schedule I Hereto
This Officer’s Certificate dated as of May 6, 2011 (the “Certificate”) is furnished in connection with that certain Registration Statement on Form S-4 (the “Registration Statement”) filed by ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), and the guarantors named therein and listed on Schedule I hereto (collectively, the “Guarantors”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $415,000,000 aggregate principal amount of 10% Senior Notes due 2018 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes will be issued under, and the Guarantees are issued as provided in, an indenture dated as of November 30, 2010 (the “Indenture”) among the Company, the Guarantors, and Wilmington Trust FSB, as trustee. The Company and the Guarantors will offer the Exchange Notes and Guarantees in exchange for up to $415,000,000 aggregate principal amount of its outstanding 10% Senior Notes due 2018 and related guarantees (the “Transactions”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Officer’s Certificate of each Guarantor, dated November 30, 2010 (the “November Certificate”), signed by Ingrid Keiser, as Secretary of each of the Guarantors.
The undersigned, Ingrid J. Keiser, hereby certifies that she is the duly elected and acting Secretary of each of the Guarantors, and as such is authorized to execute and deliver this Certificate. The undersigned hereby certifies in her capacity as Secretary of each of the Guarantors (and not in the undersigned’s individual capacity) that:
1. There is no oral or written agreement or instruments or understanding that affects the rights and obligations of the parties set forth in the Indenture and Guarantees, or that would have a material effect on the opinions (the “Opinions”) expressed in the opinions of counsel delivered in connection with the filing of the Registration Statement. The Indenture and Guarantees accurately describe and contain the complete and mutual understanding of the parties thereto, and all material terms and conditions of the Transactions are correctly and completely reflected in the Indenture and Guarantees; and there has been no amendment or waiver of any of the provisions of the Indenture or Guarantees by conduct of the parties or otherwise.
2. There are no judgments, orders, writs, injunctions or decrees binding on any Guarantor relating to the Indenture or performance of any Guarantor of its obligations under the Indenture.
3. Each Guarantor’s respective Organizational Document, Bylaws, Limited Liability Company Agreement, Limited Partnership Agreement, Joint Venture Agreement and Resolutions (as applicable, and each as attached to the November Certificate of each Guarantor) remain authentic, complete, accurate and in full force and effect and have not been amended, annulled, modified, rescinded, revoked or supplemented; and each
Guarantor’s respective Resolutions constitute the only resolutions adopted by each such Guarantor.
4. The Indenture and Registration Rights Agreement have been delivered by each Guarantor.
5. There are no facts or events in connection with the execution and delivery of either the Indenture or Exchange Notes that would materially impair its validity or enforceability.
6. Except to the extent that the Company may from time to time notify the counsel delivering the Opinions, no Guarantor will take any action or make any omission subsequent to the date of this Certificate and prior to, and including, the date of effectiveness of the Registration Statement that will have a material effect on the Opinions, including enforceability of the Guarantees and the good standing or existence, as applicable, of each Guarantor in its respective jurisdiction of organization.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate and caused this Certificate to be delivered as of the first date written above.
| /s/ Ingrid J. Keiser |
| Ingrid J. Keiser |
| Secretary of each of the Guarantors |
| listed on Schedule I hereto |
The undersigned hereby certifies that he is the duly elected, qualified and acting Treasurer of each of the Guarantors, and hereby further certifies that Ingrid J. Keiser is the duly elected, qualified and acting Secretary of each of the Guarantors, that the above signature is her genuine signature, and that she is authorized to deliver this Certificate.
| /s/ Curt D. McClellan |
| Curt D. McClellan |
| Treasurer of each of the Guarantors |
| listed on Schedule I hereto |
[Signature Page to Officer’s Certificate of the Guarantors]
Schedule I
List of Guarantors
Name of Guarantor |
| Form of Entity and |
Capital City Club of Montgomery, Inc. |
| Alabama corporation |
The Summit Club, Inc. |
| Alabama corporation |
GRanch Golf Club, Inc. |
| Arizona corporation |
Anthem Golf, LLC |
| Arizona limited liability company |
Diamante’ Golf Club Management, Inc. |
| Arkansas corporation |
Diamante’ Golf Club Partners, Inc. |
| Arkansas corporation |
MH Villas, Inc. |
| California corporation |
Aliso Viejo Golf Club Joint Venture |
| California limited partnership |
Aspen Glen Golf Club Management Company |
| Colorado corporation |
ClubCorp Airways Golf, Inc. |
| Delaware corporation |
ClubCorp Aliso Viejo Holding Corp. |
| Delaware corporation |
ClubCorp Aven Holdings, Inc. |
| Delaware corporation |
ClubCorp Braemar Country Club, Inc. |
| Delaware corporation |
ClubCorp Bunker Hill Club, Inc. |
| Delaware corporation |
ClubCorp Buying Services, Inc. |
| Delaware corporation |
ClubCorp Canyon Crest Country Club, Inc. |
| Delaware corporation |
ClubCorp Center Club, Inc. |
| Delaware corporation |
ClubCorp Coto Property Holdings, Inc. |
| Delaware corporation |
ClubCorp Crow Canyon Management Corp. |
| Delaware corporation |
ClubCorp Desert Falls Country Club, Inc. |
| Delaware corporation |
ClubCorp GCL Corporation |
| Delaware corporation |
ClubCorp Granite Bay Management, Inc. |
| Delaware corporation |
ClubCorp IW Golf Club, Inc. |
| Delaware corporation |
ClubCorp Mission Hills Country Club, Inc. |
| Delaware corporation |
ClubCorp Porter Valley Country Club, Inc. |
| Delaware corporation |
ClubCorp San Jose Club, Inc. |
| Delaware corporation |
ClubCorp Shadow Ridge Golf Club, Inc. |
| Delaware corporation |
ClubCorp Spring Valley Lake Country Club, Inc. |
| Delaware corporation |
ClubCorp Symphony Towers Club, Inc. |
| Delaware corporation |
ClubCorp Teal Bend Golf Club, Inc. |
| Delaware corporation |
ClubCorp Turkey Creek Golf Club, Inc. |
| Delaware corporation |
ClubCorp USA, Inc. |
| Delaware corporation |
Owners Club Asset Company |
| Delaware corporation |
The Owner’s Club, Inc. |
| Delaware corporation |
191 Athletic Club Management Company, LLC |
| Delaware limited liability company |
191 CC Operating Co., LLC |
| Delaware limited liability company |
AZ Club, LLC |
| Delaware limited liability company |
CCA Golf Course Holdco, LLC |
| Delaware limited liability company |
CCA Mezzanine Holdco, LLC |
| Delaware limited liability company |
ClubCorp Gen Par of Texas, L.L.C. |
| Delaware limited liability company |
ClubCorp Golf of California, L.L.C. |
| Delaware limited liability company |
ClubCorp Golf of Florida, L.L.C. |
| Delaware limited liability company |
ClubCorp Golf of North Carolina, L.L.C. |
| Delaware limited liability company |
ClubCorp Hamlet, LLC |
| Delaware limited liability company |
ClubCorp Management Company for Stone Creek, LLC |
| Delaware limited liability company |
ClubCorp Mezzanine Borrower, LLC |
| Delaware limited liability company |
ClubCorp Mortgage Borrower, LLC |
| Delaware limited liability company |
ClubCorp TTC, LLC |
| Delaware limited liability company |
ClubCorp Willow Creek, LLC |
| Delaware limited liability company |
ClubCorp Wind Watch, LLC |
| Delaware limited liability company |
Currituck Golf, LLC |
| Delaware limited liability company |
Empire Ranch, LLC |
| Delaware limited liability company |
Farms of New Kent Management, LLC |
| Delaware limited liability company |
FFFC Golf Acquisitions, L.L.C. |
| Delaware limited liability company |
Laurel Springs Holdco, LLC |
| Delaware limited liability company |
MAC Club, LLC |
| Delaware limited liability company |
The Owner’s Club of South Carolina, L.L.C. |
| Delaware limited liability company |
UMass Club Management, LLC |
| Delaware limited liability company |
Centre Club, Inc. |
| Florida corporation |
Citrus Club, Inc. |
| Florida corporation |
ClubCorp Graphics, Inc. |
| Florida corporation |
Countryside Country Club, Inc. |
| Florida corporation |
DeBary Management Corp. |
| Florida corporation |
Haile Plantation Management Corp. |
| Florida corporation |
Hunter’s Green Acquisition Corp. |
| Florida corporation |
Management Company for Eagle Ridge and The Preserve |
| Florida corporation |
Monarch EP Management Corp. |
| Florida corporation |
Queens Harbour Corporation |
| Florida corporation |
Tampa Palms Club, Inc. |
| Florida corporation |
Tower Club, Inc. |
| Florida corporation |
University Club Management Co., Inc. |
| Florida corporation |
University Club, Inc. |
| Florida corporation |
HPG, L.C. |
| Florida limited liability company |
First City Club Management, Inc. |
| Georgia corporation |
GP Bear’s Best Atlanta, Inc. |
| Georgia corporation |
Northwood Management Corp. |
| Georgia corporation |
The 191 Club, Inc. |
| Georgia corporation |
The Buckhead Club, Inc. |
| Georgia corporation |
ClubCorp Golf of Georgia, L.P. |
| Georgia limited partnership |
The Metropolitan Club of Chicago, Inc. |
| Illinois corporation |
Knollwood Country Club, Inc. |
| Indiana corporation |
Skyline Club, Inc. |
| Indiana corporation |
LionsGate Golf Club, Inc. |
| Kansas corporation |
Southern Trace Country Club of Shreveport, Inc. |
| Louisiana corporation |
Club at Boston College, Inc. |
| Massachusetts corporation |
New England Country Club Management, Inc. |
| Massachusetts corporation |
Oak Pointe Country Club, Inc. |
| Michigan corporation |
Renaissance Club, Inc. |
| Michigan corporation |
The University Club, Inc. |
| Mississippi corporation |
Canyon Gate at Las Vegas, Inc. |
| Nevada corporation |
ClubCorp — Asia |
| Nevada corporation |
ClubCorp Asia Investments Inc. |
| Nevada corporation |
ClubCorp Financial Management Company |
| Nevada corporation |
ClubCorp International, Inc. |
| Nevada corporation |
ClubCorp Mexico, Inc. |
| Nevada corporation |
ClubCorp Publications, Inc. |
| Nevada corporation |
GP Bear’s Best Las Vegas, Inc. |
| Nevada corporation |
Master Club, Inc. |
| Nevada corporation |
Society Management, Inc. |
| Nevada corporation |
Athletic Club at the Equitable Center, Inc. |
| New York corporation |
Capital City Club of Raleigh, Inc. |
| North Carolina corporation |
Piedmont Club, Inc. |
| North Carolina corporation |
UNC Alumni Club Management, Inc. |
| North Carolina corporation |
Akron Management Corp. |
| Ohio corporation |
Dayton Racquet Club, Inc. |
| Ohio corporation |
Quail Hollow Management, Inc. |
| Ohio corporation |
Shoreby Club Management, Inc. |
| Ohio corporation |
Silver Lake Management Corp. |
| Ohio corporation |
The Club at Society Center, Inc. |
| Ohio corporation |
Diamond Run Club, Inc. |
| Pennsylvania corporation |
Pyramid Club Management, Inc. |
| Pennsylvania corporation |
Rivers Club, Inc. |
| Pennsylvania corporation |
Treesdale Country Club, Inc. |
| Pennsylvania corporation |
Columbia Capital City Club Corp. |
| South Carolina corporation |
Harbour Club of Charleston, Inc. |
| South Carolina corporation |
Indigo Run Asset Corp. |
| South Carolina corporation |
Manager for CCHH, Inc. |
| South Carolina corporation |
The Commerce Club, Inc. |
| South Carolina corporation |
The Manager of the Owner’s Club, Inc. |
| South Carolina corporation |
Woodside Plantation Country Club, Inc. |
| South Carolina corporation |
Piedmont Golfers’ Club LLC |
| South Carolina limited liability company |
The Owners Club at Hilton Head, L.P. |
| South Carolina limited partnership |
Club Le Conte, Inc. |
| Tennessee corporation |
Memphis City Club, Inc. |
| Tennessee corporation |
Nashville Club Management, Inc. |
| Tennessee corporation |
Bluegrass Club, LLC |
| Tennessee limited liability company |
April Sound Management Corp. |
| Texas corporation |
Barton Creek Resort & Clubs, Inc. |
| Texas corporation |
Bay Oaks Country Club, Inc. |
| Texas corporation |
Brookhaven Country Club, Inc. |
| Texas corporation |
Dallas Tower Club, Inc. |
| Texas corporation |
Fair Oaks Club Corp. |
| Texas corporation |
Fort Bend Acquisition Corp. |
| Texas corporation |
GCC Asset Management, Inc. |
| Texas corporation |
Greenspoint Club, Inc. |
| Texas corporation |
Hackberry Creek Country Club, Inc. |
| Texas corporation |
Hearthstone Country Club, Inc. |
| Texas corporation |
Hill Country Golf, Inc. |
| Texas corporation |
Hills II of Lakeway, Inc. |
| Texas corporation |
Houston City Club, Inc. |
| Texas corporation |
Irving Club Acquisition Corp. |
| Texas corporation |
Kingwood Country Club, Inc. |
| Texas corporation |
La Cima Club, Inc. |
| Texas corporation |
Lakeway Clubs, Inc. |
| Texas corporation |
Memorial Stadium Club Management Corp. |
| Texas corporation |
Oakmont Management Corp. |
| Texas corporation |
Richardson Country Club Corp. |
| Texas corporation |
Shady Valley Management Corp. |
| Texas corporation |
Stonebriar Management Corp. |
| Texas corporation |
The Club at Cimarron, Inc. |
| Texas corporation |
The Downtown Club, Inc. |
| Texas corporation |
The Plaza Club of San Antonio, Inc. |
| Texas corporation |
Timarron Golf Club, Inc. |
| Texas corporation |
Tower Club of Dallas, Inc. |
| Texas corporation |
Walnut Creek Management Corporation |
| Texas corporation |
West Park Club, Inc. |
| Texas corporation |
Westlake City Club, Inc. |
| Texas corporation |
Wildflower Country Club, Inc. |
| Texas corporation |
Willow Creek Management, Inc. |
| Texas corporation |
ClubCorp Golf of Texas, L.P. |
| Texas limited partnership |
Greenbrier Country Club, Inc. |
| Virginia corporation |
Operations Company for Homestead, Inc. |
| Virginia corporation |
River Creek Country Club, Inc. |
| Virginia corporation |
Stonehenge Club, Inc. |
| Virginia corporation |
Tower City Club of Virginia, Inc. |
| Virginia corporation |
Town Point Club, Inc. |
| Virginia corporation |
Columbia Tower Club, Inc. |
| Washington corporation |
City Club of Washington, Inc. |
| Washington, D.C. corporation |
Glendale Management Corp. |
| Wisconsin corporation |
Glendale Racquet Club, Inc. |
| Wisconsin corporation |