Exhibit 5.1
[SIMPSON THACHER & BARTLETT LLP Letterhead]
ClubCorp Club Operations, Inc.
3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
Ladies and Gentlemen:
We have acted as counsel to ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), the Delaware subsidiaries of the Company named on Schedule I hereto (the “Delaware Guarantors”), the New York subsidiary of the Company named on Schedule II hereto (the “New York Guarantor”) and the other subsidiaries of the Company named on Schedule III hereto (the “Other Guarantors” and, together with the Delaware Guarantors and the New York Guarantor, 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 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 (collectively, the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of November 30, 2010 (the “Indenture”), among the Company, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”). The Exchange Notes will be offered by the Company in exchange for up to $415,000,000
aggregate principal amount of its outstanding 10% Senior Notes due 2018 and the related guarantees.
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.
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
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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 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.
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In connection with the opinion expressed in paragraph 2(b) above, we have relied upon the opinions, including the opinions relating to the authorization of the Guarantees by the Other Guarantors, contained in the opinions of (i) Bradley Arant Boult Cummings LLP with respect to the law of the State of Alabama, (ii) Greenberg Traurig, LLP with respect to the law of the States of Arizona, Florida, Georgia, Massachusetts, Pennsylvania and Virginia and the District of Columbia, (iii) Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. with respect to the law of the State of Arkansas, (iv) Brownstein Hyatt Farber Schreck, LLP with respect to the law of the States of California, Colorado and Nevada, (v) Perkins Coie LLP with respect to the law of the States of Illinois and Washington, (vi) Ice Miller LLP with respect to the law of the State of Indiana, (vii) Dickinson Wright PLLC with respect to the law of the State of Michigan, (viii) Shook, Hardy Bacon LLP with respect to the law of the State of Kansas, (ix) Sher Garner Cahill Richter Klein & Hilbert, L.L.C. with respect to the law of the State of Louisiana, (x) Harris Shelton Hanover Walsh, PLLC with respect to the law of the States of Mississippi and Tennessee, (xi) Womble Carlyle Sandridge & Rice, P.L.L.C. with respect to the law of the States of North Carolina and South Carolina, (xii) Baker Hostetler with respect to the law of the State of Ohio, (xiii) Gardere Wynne Sewell LLP with respect to the law of the State of Texas, and (xiv) Quarles & Brady LLP with respect to the law of the State of Wisconsin, in each case, dated the date hereof and being delivered concurrently herewith.
We do not express any opinion herein concerning any law other than (i) the federal law of the United States, (ii) the Delaware General Corporation Law and the Delaware Limited Liability Company Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), (iii) the law of the State of New York, and (iv) in reliance on the opinion letters described above; the laws of the States of Alabama, Arizona, Arkansas, California, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Massachusetts, Michigan, Mississippi, Nevada, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington and Wisconsin and the District of Columbia.
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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| SIMPSON THACHER & BARTLETT LLP |
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SCHEDULE I
DELAWARE GUARANTORS
| | Form of Entity and |
Name of Guarantor | | Jurisdiction of Organization |
1. | | ClubCorp Airways Golf, Inc. | | Delaware corporation |
2. | | ClubCorp Aliso Viejo Holding Corp. | | Delaware corporation |
3. | | ClubCorp Aven Holdings, Inc. | | Delaware corporation |
4. | | ClubCorp Braemar Country Club, Inc. | | Delaware corporation |
5. | | ClubCorp Bunker Hill Club, Inc. | | Delaware corporation |
6. | | ClubCorp Buying Services, Inc. | | Delaware corporation |
7. | | ClubCorp Canyon Crest Country Club, Inc. | | Delaware corporation |
8. | | ClubCorp Center Club, Inc. | | Delaware corporation |
9. | | ClubCorp Coto Property Holdings, Inc. | | Delaware corporation |
10. | | ClubCorp Crow Canyon Management Corp. | | Delaware corporation |
11. | | ClubCorp Desert Falls Country Club, Inc. | | Delaware corporation |
12. | | ClubCorp GCL Corporation | | Delaware corporation |
13. | | ClubCorp Granite Bay Management, Inc. | | Delaware corporation |
14. | | ClubCorp IW Golf Club, Inc. | | Delaware corporation |
15. | | ClubCorp Mission Hills Country Club, Inc. | | Delaware corporation |
16. | | ClubCorp Porter Valley Country Club, Inc. | | Delaware corporation |
17. | | ClubCorp San Jose Club, Inc. | | Delaware corporation |
18. | | ClubCorp Shadow Ridge Golf Club, Inc. | | Delaware corporation |
19. | | ClubCorp Spring Valley Lake Country Club, Inc. | | Delaware corporation |
20. | | ClubCorp Symphony Towers Club, Inc. | | Delaware corporation |
21. | | ClubCorp Teal Bend Golf Club, Inc. | | Delaware corporation |
22. | | ClubCorp Turkey Creek Golf Club, Inc. | | Delaware corporation |
23. | | ClubCorp USA, Inc. | | Delaware corporation |
24. | | Owners Club Asset Company | | Delaware corporation |
25. | | The Owner’s Club, Inc. | | Delaware corporation |
26. | | 191 Athletic Club Management Company, LLC | | Delaware limited liability company |
27. | | 191 CC Operating Co., LLC | | Delaware limited liability company |
28. | | AZ Club, LLC | | Delaware limited liability company |
29. | | CCA Golf Course Holdco, LLC | | Delaware limited liability company |
30. | | CCA Mezzanine Holdco, LLC | | Delaware limited liability company |
31. | | ClubCorp Gen Par of Texas, L.L.C. | | Delaware limited liability company |
32. | | ClubCorp Golf of California, L.L.C. | | Delaware limited liability company |
33. | | ClubCorp Golf of Florida, L.L.C. | | Delaware limited liability company |
34. | | ClubCorp Golf of North Carolina, L.L.C. | | Delaware limited liability company |
35. | | ClubCorp Hamlet, LLC | | Delaware limited liability company |
36. | | ClubCorp Management Company for Stone Creek, LLC | | Delaware limited liability company |
37. | | ClubCorp Mezzanine Borrower, LLC | | Delaware limited liability company |
38. | | ClubCorp Mortgage Borrower, LLC | | Delaware limited liability company |
39. | | ClubCorp TTC, LLC | | Delaware limited liability company |
40. | | ClubCorp Willow Creek, LLC | | Delaware limited liability company |
41. | | ClubCorp Wind Watch, LLC | | Delaware limited liability company |
42. | | Currituck Golf, LLC | | Delaware limited liability company |
43. | | Empire Ranch, LLC | | Delaware limited liability company |
44. | | Farms of New Kent Management, LLC | | Delaware limited liability company |
45. | | FFFC Golf Acquisitions, L.L.C. | | Delaware limited liability company |
46. | | Laurel Springs Holdco, LLC | | Delaware limited liability company |
47. | | MAC Club, LLC | | Delaware limited liability company |
48. | | The Owner’s Club of South Carolina, L.L.C. | | Delaware limited liability company |
49. | | UMass Club Management, LLC | | Delaware limited liability company |
SCHEDULE II
NEW YORK GUARANTOR
| | Form of Entity and |
Name of Guarantor | | Jurisdiction of Organization |
1. | | Athletic Club at the Equitable Center, Inc. | | New York corporation |
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SCHEDULE III
OTHER GUARANTORS
| | Form of Entity and |
Name of Guarantor | | Jurisdiction of Organization |
1. | | Capital City Club of Montgomery, Inc. | | Alabama corporation |
2. | | The Summit Club, Inc. | | Alabama corporation |
3. | | GRanch Golf Club, Inc. | | Arizona corporation |
4. | | Anthem Golf, LLC | | Arizona limited liability company |
5. | | Diamante’ Golf Club Management, Inc. | | Arkansas corporation |
6. | | Diamante’ Golf Club Partners, Inc. | | Arkansas corporation |
7. | | MH Villas, Inc. | | California corporation |
8. | | Aliso Viejo Golf Club Joint Venture | | California general partnership |
9. | | Aspen Glen Golf Club Management Company | | Colorado corporation |
10. | | Centre Club, Inc. | | Florida corporation |
11. | | Citrus Club, Inc. | | Florida corporation |
12. | | ClubCorp Graphics, Inc. | | Florida corporation |
13. | | Countryside Country Club, Inc. | | Florida corporation |
14. | | DeBary Management Corp. | | Florida corporation |
15. | | Haile Plantation Management Corp. | | Florida corporation |
16. | | Hunter’s Green Acquisition Corp. | | Florida corporation |
17. | | Management Company for Eagle Ridge and The Preserve | | Florida corporation |
18. | | Monarch EP Management Corp. | | Florida corporation |
19. | | Queens Harbour Corporation | | Florida corporation |
20. | | Tampa Palms Club, Inc. | | Florida corporation |
21. | | Tower Club, Inc. | | Florida corporation |
22. | | University Club Management Co., Inc. | | Florida corporation |
23. | | University Club, Inc. | | Florida corporation |
24. | | HPG, L.C. | | Florida limited liability company |
25. | | First City Club Management, Inc. | | Georgia corporation |
26. | | GP Bear’s Best Atlanta, Inc. | | Georgia corporation |
27. | | Northwood Management Corp. | | Georgia corporation |
28. | | The 191 Club, Inc. | | Georgia corporation |
29. | | The Buckhead Club, Inc. | | Georgia corporation |
30. | | ClubCorp Golf of Georgia, L.P. | | Georgia limited partnership |
31. | | The Metropolitan Club of Chicago, Inc. | | Illinois corporation |
32. | | Knollwood Country Club, Inc. | | Indiana corporation |
33. | | Skyline Club, Inc. | | Indiana corporation |
34. | | LionsGate Golf Club, Inc. | | Kansas corporation |
35. | | Southern Trace Country Club of Shreveport, Inc. | | Louisiana corporation |
36. | | Club at Boston College, Inc. | | Massachusetts corporation |
37. | | New England Country Club Management, Inc. | | Massachusetts corporation |
38. | | Oak Pointe Country Club, Inc. | | Michigan corporation |
39. | | Renaissance Club, Inc. | | Michigan corporation |
40. | | The University Club, Inc. | | Mississippi corporation |
41. | | Canyon Gate at Las Vegas, Inc. | | Nevada corporation |
42. | | ClubCorp — Asia | | Nevada corporation |
43. | | ClubCorp Asia Investments Inc. | | Nevada corporation |
44. | | ClubCorp Financial Management Company | | Nevada corporation |
45. | | ClubCorp International, Inc. | | Nevada corporation |
46. | | ClubCorp Mexico, Inc. | | Nevada corporation |
47. | | ClubCorp Publications, Inc. | | Nevada corporation |
48. | | GP Bear’s Best Las Vegas, Inc. | | Nevada corporation |
49. | | Master Club, Inc. | | Nevada corporation |
50. | | Society Management, Inc. | | Nevada corporation |
51. | | Capital City Club of Raleigh, Inc. | | North Carolina corporation |
52. | | Piedmont Club, Inc. | | North Carolina corporation |
53. | | UNC Alumni Club Management, Inc. | | North Carolina corporation |
54. | | Akron Management Corp. | | Ohio corporation |
55. | | Dayton Racquet Club, Inc. | | Ohio corporation |
56. | | Quail Hollow Management, Inc. | | Ohio corporation |
57. | | Shoreby Club Management, Inc. | | Ohio corporation |
58. | | Silver Lake Management Corp. | | Ohio corporation |
59. | | The Club at Society Center, Inc. | | Ohio corporation |
60. | | Diamond Run Club, Inc. | | Pennsylvania corporation |
61. | | Pyramid Club Management, Inc. | | Pennsylvania corporation |
62. | | Rivers Club, Inc. | | Pennsylvania corporation |
63. | | Treesdale Country Club, Inc. | | Pennsylvania corporation |
64. | | Columbia Capital City Club Corp. | | South Carolina corporation |
65. | | Harbour Club of Charleston, Inc. | | South Carolina corporation |
66. | | Indigo Run Asset Corp. | | South Carolina corporation |
67. | | Manager for CCHH, Inc. | | South Carolina corporation |
68. | | The Commerce Club, Inc. | | South Carolina corporation |
69. | | The Manager of the Owner’s Club, Inc. | | South Carolina corporation |
70. | | Woodside Plantation Country Club, Inc. | | South Carolina corporation |
71. | | Piedmont Golfers’ Club LLC | | South Carolina limited liability company |
72. | | The Owners Club at Hilton Head, L.P. | | South Carolina limited partnership |
73. | | Club Le Conte, Inc. | | Tennessee corporation |
74. | | Memphis City Club, Inc. | | Tennessee corporation |
75. | | Nashville Club Management, Inc. | | Tennessee corporation |
76. | | Bluegrass Club, LLC | | Tennessee limited liability company |
77. | | April Sound Management Corp. | | Texas corporation |
78. | | Barton Creek Resort & Clubs, Inc. | | Texas corporation |
79. | | Bay Oaks Country Club, Inc. | | Texas corporation |
80. | | Brookhaven Country Club, Inc. | | Texas corporation |
81. | | Dallas Tower Club, Inc. | | Texas corporation |
82. | | Fair Oaks Club Corp. | | Texas corporation |
83. | | Fort Bend Acquisition Corp. | | Texas corporation |
84. | | GCC Asset Management, Inc. | | Texas corporation |
85. | | Greenspoint Club, Inc. | | Texas corporation |
86. | | Hackberry Creek Country Club, Inc. | | Texas corporation |
87. | | Hearthstone Country Club, Inc. | | Texas corporation |
88. | | Hill Country Golf, Inc. | | Texas corporation |
89. | | Hills II of Lakeway, Inc. | | Texas corporation |
90. | | Houston City Club, Inc. | | Texas corporation |
91. | | Irving Club Acquisition Corp. | | Texas corporation |
92. | | Kingwood Country Club, Inc. | | Texas corporation |
93. | | La Cima Club, Inc. | | Texas corporation |
94. | | Lakeway Clubs, Inc. | | Texas corporation |
95. | | Memorial Stadium Club Management Corp. | | Texas corporation |
96. | | Oakmont Management Corp. | | Texas corporation |
97. | | Richardson Country Club Corp. | | Texas corporation |
98. | | Shady Valley Management Corp. | | Texas corporation |
99. | | Stonebriar Management Corp. | | Texas corporation |
100. | | The Club at Cimarron, Inc. | | Texas corporation |
101. | | The Downtown Club, Inc. | | Texas corporation |
102. | | The Plaza Club of San Antonio, Inc. | | Texas corporation |
103. | | Timarron Golf Club, Inc. | | Texas corporation |
104. | | Tower Club of Dallas, Inc. | | Texas corporation |
105. | | Walnut Creek Management Corporation | | Texas corporation |
106. | | West Park Club, Inc. | | Texas corporation |
107. | | Westlake City Club, Inc. | | Texas corporation |
108. | | Wildflower Country Club, Inc. | | Texas corporation |
109. | | Willow Creek Management, Inc. | | Texas corporation |
110. | | ClubCorp Golf of Texas, L.P. | | Texas limited partnership |
111. | | Greenbrier Country Club, Inc. | | Virginia corporation |
112. | | Operations Company for Homestead, Inc. | | Virginia corporation |
113. | | River Creek Country Club, Inc. | | Virginia corporation |
114. | | Stonehenge Club, Inc. | | Virginia corporation |
115. | | Tower City Club of Virginia, Inc. | | Virginia corporation |
116. | | Town Point Club, Inc. | | Virginia corporation |
117. | | Columbia Tower Club, Inc. | | Washington corporation |
118. | | City Club of Washington, Inc. | | Washington, D.C. corporation |
119. | | Glendale Management Corp. | | Wisconsin corporation |
120. | | Glendale Racquet Club, Inc. | | Wisconsin corporation |
