Exhibit 5.1
[Jones Day Letterhead]
June 22, 2012
Community Choice Financial Inc.
7001 Post Road, Suite 200
Dublin, Ohio 43016
Re: Registration Statement on Form S-4 Filed by Community Choice Financial Inc.
Relating to the Exchange Offer (as defined below)
Ladies and Gentlemen:
We have acted as counsel to Community Choice Financial Inc., an Ohio corporation (the “Company”), and the Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $395,000,000 aggregate principal amount of 10.75% Senior Secured Notes due 2019 of the Company (the “Exchange Notes”) for an equal principal amount of 10.75% Senior Secured Notes due 2019 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of April 29, 2011 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the guarantors listed on Annex A hereto (collectively, the “Covered Guarantors”), the companies listed on Annex B hereto (collectively, the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee”) on a joint and several basis by the Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
2. The Guarantee of the Exchange Notes of each Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes of that Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Guarantor.
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.
For the purposes of our opinion set forth in paragraph 2 above, we have assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indenture and the Exchange Notes (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Notes by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others. The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of California, (iii) the laws of the State of Texas, (iv) the laws of the State of Ohio and (v) the General Corporation Law and the Limited Liability Company Act of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
|
|
| /s/ Jones Day |
Annex A
Name of Covered Guarantor |
| State of Incorporation or |
|
|
|
ARH-Arizona, LLC |
| Delaware |
|
|
|
BCCI CA, LLC |
| Delaware |
|
|
|
BCCI Management Company |
| Ohio |
|
|
|
Buckeye Check Cashing II, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing of Arizona, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing of California, LLC |
| Delaware |
|
|
|
Buckeye Check Cashing of Florida, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing of Illinois, LLC |
| Delaware |
|
|
|
Buckeye Check Cashing of Kansas, LLC |
| Delaware |
|
|
|
Buckeye Check Cashing of Kentucky, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing of Michigan, Inc. |
| Delaware |
|
|
|
Buckeye Check Cashing of Missouri, LLC |
| Delaware |
|
|
|
Buckeye Check Cashing of Texas, LLC |
| Delaware |
|
|
|
Buckeye Check Cashing of Utah, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing of Virginia, Inc. |
| Ohio |
|
|
|
Buckeye Check Cashing, Inc. |
| Ohio |
|
|
|
Buckeye Commercial Check Cashing of Florida, LLC |
| Delaware |
|
|
|
Buckeye Credit Solutions, LLC |
| Delaware |
|
|
|
Buckeye Lending Solutions of Arizona, LLC |
| Delaware |
|
|
|
Buckeye Lending Solutions, LLC |
| Delaware |
|
|
|
Buckeye Small Loans, LLC |
| Delaware |
|
|
|
Buckeye Title Loans of California, LLC |
| Delaware |
|
|
|
Buckeye Title Loans of Kansas, LLC |
| Delaware |
|
|
|
Buckeye Title Loans of Missouri, LLC |
| Delaware |
|
|
|
Buckeye Title Loans of Utah, LLC |
| Delaware |
|
|
|
Buckeye Title Loans of Virginia, LLC |
| Delaware |
|
|
|
Buckeye Title Loans, Inc. |
| Ohio |
|
|
|
California Check Cashing Stores, LLC |
| Delaware |
Cash Central of California, LLC |
| California |
|
|
|
Cash Central of Delaware, LLC |
| Delaware |
|
|
|
Cash Central of Texas, LLC |
| Texas |
|
|
|
CCCIS, Inc. |
| California |
|
|
|
CCCS Corporate Holdings, Inc. |
| Delaware |
|
|
|
CCCS Holdings, LLC |
| Delaware |
|
|
|
CheckSmart Financial Company |
| Delaware |
|
|
|
Checksmart Financial Holdings Corp. |
| Delaware |
|
|
|
CheckSmart Financial, LLC |
| Delaware |
|
|
|
Checksmart Money Order Services, Inc. |
| Delaware |
|
|
|
Community Choice Family Insurance Agency, LLC |
| Delaware |
|
|
|
CS-Arizona, LLC |
| Delaware |
|
|
|
Direct Financial Solutions, LLC |
| Delaware |
|
|
|
Express Payroll Advance of Ohio, Inc. |
| Ohio |
|
|
|
Fast Cash, Inc. |
| California |
|
|
|
First Virginia Credit Solutions, LLC |
| Delaware |
|
|
|
First Virginia Financial Services, LLC |
| Delaware |
|
|
|
Hoosier Check Cashing of Ohio, Ltd |
| Ohio |
|
|
|
National Tax Lending, LLC |
| Delaware |
Annex B
Name of Other Guarantor |
| State of Incorporation or |
|
|
|
Cash Central of Alabama, LLC |
| Alabama |
|
|
|
Cash Central of Alaska, LLC |
| Alaska |
|
|
|
Cash Central of Hawaii, LLC |
| Hawaii |
|
|
|
Cash Central of Idaho, LLC |
| Idaho |
|
|
|
Cash Central of Kansas, LLC |
| Kansas |
|
|
|
Cash Central of Minnesota, LLC |
| Minnesota |
|
|
|
Cash Central of Missouri, LLC |
| Missouri |
|
|
|
Cash Central of Nevada, LLC |
| Nevada |
|
|
|
Cash Central of North Dakota, LLC |
| North Dakota |
|
|
|
Cash Central of South Dakota, LLC |
| South Dakota |
|
|
|
Cash Central of Utah, LLC |
| Utah |
|
|
|
Cash Central of Washington, LLC |
| Washington |
|
|
|
Cash Central of Wisconsin, LLC |
| Wisconsin |
|
|
|
Cash Central of Wyoming, LLC |
| Wyoming |
|
|
|
Insight Capital, LLC |
| Alabama |
|
|
|
Reliant Software, Inc. |
| Utah |