Exhibit 5.1
 | HUNTON & WILLIAMS LLP FOUNTAIN PLACE 1445 ROSS AVENUE SUITE 3700 DALLAS, TEXAS 75202-2799
TEL 214 • 979 • 3000 |
December 23, 2013
Cash America International, Inc.
1600 W. 7th Street
Fort Worth, Texas 76102
Re:$300,000,000 Aggregate Principal Amount of 5.75% Senior Notes due 2018
Ladies and Gentlemen:
We have acted as special counsel to Cash America International, Inc., a Texas corporation (the “Company”), in connection with the issuance by the Company of $300,000,000 Senior Notes due 2018 (the “Exchange Notes”) and the guarantees of the Company’s obligations under the Exchange Notes (the “Guarantees”) by the guarantors listed onSchedule Ihereto (the “Specified Guarantors”) and the guarantors listed onSchedule II (the “Other Guarantors”, and together with the Specified Guarantors, the “Guarantors”) under an Indenture dated May 15, 2013, by and among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as amended by the First Amendment to Indenture, dated as of November 8, 2013, by and between the Company and the Trustee, and as supplemented by the First Supplemental Indenture, dated as of November 8, 2013, by and among the Company, Creazione Estilo, S.A. de C.V., a sociedad anónima de capital variable, and the Trustee (as amended and supplemented, the “Indenture”), and pursuant to a registration statement on Form S-4 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on November 12, 2013. The Exchange Notes will be issued in exchange for the Company’s outstanding 5.75% Senior Notes due 2018 issued on May 15, 2013 (the “Outstanding Notes”) on terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). The Exchange Notes will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes.
As such counsel, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and the Guarantors, public officials and others as to factual matters without having independently verified such matters.
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, and (iv) the genuineness of signatures not witnessed by us. With your consent, we have also assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, other than by the Company and the Specified Guarantors, (b) the Documents constitute legally valid and binding obligations of the parties
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
December 23, 2013
Page 2
thereto, other than the Company and the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, any governmental authorities.
We are opining herein as to the internal laws of the States of Georgia, New York, North Carolina, Florida and Texas and the Commonwealth of Virginia, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the applicability thereto, or the affect thereon, of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts after such time as the Registration Statement is declared effective.
Various matters relating to the laws of the states of Alabama, Alaska, Colorado, Illinois, Indiana, Kentucky, Missouri, Oklahoma, South Carolina, Tennessee, Utah and the United Mexican States are addressed in the opinions of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (with respect to the laws of the states of Alabama and Tennessee), Ballard Spahr LLP (with respect to the laws of the state of Utah), Bingham Greenebaum Doll LLP (with respect to the laws of the states of Indiana, Kentucky and Ohio), Bryan Cave LLP (with respect to the law of the state of Missouri), Crowe & Dunlevy (with respect to the laws of the state of Oklahoma), Greenberg Traurig, LLP (with respect to the laws of the states of Colorado, Illinois and Nevada), K&L Gates LLP (with respect to the laws of the states of Alaska and South Carolina) and Baker & McKenzie, S.C. (with respect to the laws of the United Mexican States), which are filed as exhibits to the Registration Statement. We express no opinion herein with respect to those matters and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters, including that that each of the Other Guarantors (a) is validly existing and in good standing under the laws of its jurisdiction of formation, (b) has the entity power and authority to execute and deliver the Indenture, which includes the Guarantees, and to perform their obligations thereunder, and (c) has duly authorized, executed and delivered the Indenture.
Based upon the foregoing, we are of the opinion that:
1. When the Exchange Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and the Exchange Notes have been issued and delivered to those holders of the Outstanding Notes in exchange for such Outstanding Notes as contemplated by the Prospectus, the Exchange Notes will be legally valid and binding obligations of the Company.
2. When the Exchange Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and the Exchange Notes shall have been issued and delivered to those holders of the Outstanding Notes in exchange for such Outstanding Notes as contemplated by the Prospectus, the Guarantees will be legally valid and binding obligations of the Guarantors.
December 23, 2013
Page 3
The opinions set forth above are subject to the qualification that the validity and enforcement of the Company’s obligations under the Indenture and the Exchange Notes and the Guarantors’ obligations under the Guarantees may be subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance and any implied covenant of good faith and fair dealing. We express no opinion regarding any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law or any provision that permits holders to collect any portion of the stated principal amount upon the acceleration of the Exchange Notes to the extent determined to constitute unearned interest.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| Very truly yours, |
| /s/ Hunton & William LLP |
Schedule I
Specified Guarantors
Entity Name | Jurisdiction of Formation | |
| Cash America Financial Services, Inc. | Delaware | |
| Cash America Franchising, Inc. | Delaware | |
| Cash America Global Financing, Inc. | Delaware | |
| Cash America Global Services, Inc. | Delaware | |
| Cash America Holding, Inc. | Delaware | |
| Mr. Payroll Corporation | Delaware | |
| Cash America Management L.P. | Delaware | |
| Cash America Pawn L.P. | Delaware | |
| Cash America, Inc. | Delaware | |
| Cash America Advance, Inc. | Delaware | |
| Cash America, Inc. of Louisiana | Delaware | |
| Cash America, Inc. of North Carolina | North Carolina | |
| Cash America, Inc. of Virginia | Virginia | |
| Cash America Internet Sales, Inc. | Delaware | |
| Cashland Financial Services, Inc. | Delaware | |
| Strategic Receivable Management Solutions, LLC | Delaware | |
| Doc Holliday’s Pawnbrokers & Jewellers, Inc. | Delaware | |
| Longhorn Pawn and Gun, Inc. | Texas | |
| Hornet Pawn & Gun, Inc. | North Carolina | |
| Enova International, Inc. | Delaware | |
| Debit Plus, LLC | Delaware | |
| Debit Plus Technologies, LLC | Delaware | |
| Debit Plus Payment Solutions, LLC | Delaware | |
| Debit Plus Services, LLC | Delaware | |
| DP Labor Holdings, LLC | Delaware | |
| Enova Online Services, Inc. | Delaware | |
| Billers Acceptance Group, LLC | Delaware | |
| Enova Financial Holdings, LLC | Delaware | |
| CNU Online Holdings, LLC | Delaware | |
| AEL Net Marketing, LLC | Delaware | |
| AEL Net of Missouri, LLC | Delaware | |
| CNU of Alabama, LLC | Delaware | |
| CNU of Alaska, LLC | Delaware | |
| CNU of Arizona, LLC | Delaware | |
| CNU of California, LLC | Delaware | |
| CNU of Colorado, LLC | Delaware | |
| CNU of Delaware, LLC | Delaware | |
| CNU of Florida, LLC | Delaware | |
| CNU of Hawaii, LLC | Delaware | |
| CNU of Idaho, LLC | Delaware | |
| CNU of Illinois, LLC | Delaware | |
| CNU of Indiana, LLC | Delaware | |
| CNU of Kansas, LLC | Delaware | |
| CNU of Louisiana, LLC | Delaware |
Entity Name | Jurisdiction of Formation | |
| CNU of Maine, LLC | Delaware | |
| CNU of Michigan, LLC | Delaware | |
| CNU of Minnesota, LLC | Delaware | |
| CNU of Mississippi, LLC | Delaware | |
| CNU of Missouri, LLC | Delaware | |
| CNU of Montana, LLC | Delaware | |
| CNU of Nevada, LLC | Delaware | |
| CNU of New Hampshire, LLC | Delaware | |
| CNU of New Mexico, LLC | Delaware | |
| CashNetUSA CO, LLC | Delaware | |
| CashNetUSA OR, LLC | Delaware | |
| The Check Giant NM, LLC | Delaware | |
| CNU of North Dakota, LLC | Delaware | |
| CNU of Ohio, LLC | Delaware | |
| CNU of Oklahoma, LLC | Delaware | |
| CNU of Oregon, LLC | Delaware | |
| CNU of Rhode Island, LLC | Delaware | |
| CNU of South Carolina, LLC | Delaware | |
| CNU of South Dakota, LLC | Delaware | |
| CNU of Tennessee, LLC | Delaware | |
| CNU of Texas, LLC | Delaware | |
| CNU of Utah, LLC | Delaware | |
| CNU of Virginia, LLC | Delaware | |
| CNU of Washington, LLC | Delaware | |
| CNU of Wisconsin, LLC | Delaware | |
| CNU of Wyoming, LLC | Delaware | |
| CNU Technologies of Alabama, LLC | Delaware | |
| CNU Technologies of Arizona, LLC | Delaware | |
| CNU Technologies of California, LLC | Delaware | |
| CNU Technologies of Iowa, LLC | Delaware | |
| CNU Technologies of New Mexico, LLC | Delaware | |
| CNU Technologies of South Carolina, LLC | Delaware | |
| CNU Technologies of Wisconsin, LLC | Delaware | |
| CashEuroNet UK, LLC | Delaware | |
| CashNet CSO of Maryland, LLC | Delaware | |
| CashNetUSA of Florida, LLC | Delaware | |
| CNU DollarsDirect Inc. | Delaware | |
| CNU DollarsDirect Lending Inc. | Delaware | |
| DollarsDirect, LLC | Delaware | |
| Enova Brazil, LLC | Delaware | |
| Enova International GEC, LLC | Delaware | |
| EuroNetCash, LLC | Delaware | |
| Mobile Leasing Group, Inc. | Delaware | |
| Ohio Consumer Financial Solutions, LLC | Delaware | |
| TrafficGen, LLC | Delaware | |
| NC Financial Solutions, LLC | Delaware | |
| NC Financial Solutions of Alabama, LLC | Delaware | |
| NC Financial Solutions of Arizona, LLC | Delaware | |
| NC Financial Solutions of California, LLC | Delaware | |
| NC Financial Solutions of Colorado, LLC | Delaware | |
| NC Financial Solutions of Delaware, LLC | Delaware |
Entity Name | Jurisdiction of Formation | |
| NC Financial Solutions of Georgia, LLC | Delaware | |
| NC Financial Solutions of Idaho, LLC | Delaware | |
| NC Financial Solutions of Illinois, LLC | Delaware | |
| NC Financial Solutions of Kansas, LLC | Delaware | |
| NC Financial Solutions of Maryland, LLC | Delaware | |
| NC Financial Solutions of Mississippi, LLC | Delaware | |
| NC Financial Solutions of Missouri, LLC | Delaware | |
| NC Financial Solutions of Nevada, LLC | Delaware | |
| NC Financial Solutions of New Mexico, LLC | Delaware | |
| NC Financial Solutions of North Dakota, LLC | Delaware | |
| NC Financial Solutions of Ohio, LLC | Delaware | |
| NC Financial Solutions of South Carolina, LLC | Delaware | |
| NC Financial Solutions of South Dakota, LLC | Delaware | |
| NC Financial Solutions of Tennessee, LLC | Delaware | |
| NC Financial Solutions of Texas, LLC | Delaware | |
| NC Financial Solutions of Utah, LLC | Delaware | |
| NC Financial Solutions of Virginia, LLC | Delaware | |
| NC Financial Solutions of Wisconsin, LLC | Delaware | |
| Express Cash International Corporation | Delaware | |
| Florida Cash America, Inc. | Florida | |
| Georgia Cash America, Inc. | Georgia | |
| Ohio Neighborhood Finance, Inc. | Delaware | |
| Ohio Neighborhood Credit Solutions, LLC | Delaware | |
| Cash America of Mexico, Inc. | Delaware | |
| CAMex Holding, LLC | Delaware | |
| PF Labor Holdings, LLC | Delaware |
Schedule II
Other Guarantors
Entity Name | Jurisdiction of Formation | |
| Cash America, Inc. of Alabama | Alabama | |
| Cash America, Inc. of Alaska | Alaska | |
| Cash America, Inc. of Colorado | Colorado | |
| Cash America, Inc. of Indiana | Indiana | |
| Cash America, Inc. of Kentucky | Kentucky | |
| Cash America, Inc. of Oklahoma | Oklahoma | |
| Cash America, Inc. of South Carolina | South Carolina | |
| Cash America, Inc. of Tennessee | Tennessee | |
| Cash America, Inc. of Utah | Utah | |
| Cash America of Missouri, Inc. | Missouri | |
| Vincent’s Jewelers and Loan, Inc. | Missouri | |
| Cash America Pawn, Inc. of Ohio | Ohio | |
| Bronco Pawn & Gun, Inc. | Oklahoma | |
| Gamecock Pawn & Gun, Inc. | South Carolina | |
Tiger Pawn & Gun, Inc. Cash America, Inc. of Nevada Cash America, Inc. of Illinois | Tennessee Nevada Illinois | |
| Creazione Estilo, S.A. de C.V. | Mexico |