Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
February 17, 2016
Aramark
Aramark Services, Inc.
Aramark Tower
1101 Market Street
Philadelphia, PA 19107
Ladies and Gentlemen:
We have acted as counsel to Aramark, a Delaware corporation (the “Company”), Aramark Services, Inc., a Delaware corporation (the “Issuer”), and the subsidiaries of the Company listed on Schedule I hereto (the “Schedule I Guarantors”) and Schedule II hereto (the “Schedule II Guarantors” and, collectively with the Company and the Schedule I Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuer 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 Issuer of $400,000,000 aggregate principal amount of 5.125% Senior Notes due 2024 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture, dated as of December 17, 2015 (as amended through the date hereof, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Exchange Notes will be offered by the Issuer in exchange for $400,000,000 aggregate principal amount of its outstanding 5.125% Senior Notes due 2024.
We have examined the Registration Statement and the Indenture (including the form of 5.125% Senior Notes due 2024), 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 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 Issuer 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.
We have assumed further that (1) the Schedule II Guarantors are duly organized and existing entities that have duly authorized, executed and delivered the Indenture in accordance with the law of the respective jurisdictions in which each of them is organized, and (2) execution, delivery and performance by the Schedule II Guarantors of the Indenture and the Guarantees do not and will not violate the law of the respective jurisdictions in which each of them is organized or any other applicable law (except that no such exception is made with respect to the law of the State of New York and the federal law of the United States) or their constituting documents.
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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 Issuer enforceable against the Issuer 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 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.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
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, |
| /s/ SIMPSON THACHER & BARTLETT LLP |
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Schedule I
Guarantors Incorporated or Formed in the State of Delaware
Subsidiary | State of Incorporation or Formation | |
| 1st & Fresh, LLC | Delaware | |
| Aramark Asia Management, LLC | Delaware | |
| Aramark Aviation Services Limited Partnership | Delaware | |
| Aramark Business & Industry, LLC | Delaware | |
| Aramark Business Center, LLC | Delaware | |
| Aramark Business Facilities, LLC | Delaware | |
| Aramark Campus, LLC | Delaware | |
| Aramark Cleanroom Services (Puerto Rico), Inc. | Delaware | |
| Aramark Cleanroom Services, LLC | Delaware | |
| Aramark Confection, LLC | Delaware | |
| Aramark Construction and Energy Services, LLC | Delaware | |
| Aramark Construction Services, Inc. | Delaware | |
| Aramark Correctional Services, LLC | Delaware | |
| Aramark CTS, LLC | Delaware | |
| Aramark Educational Group, LLC | Delaware | |
| Aramark Educational Services, LLC | Delaware | |
| Aramark Entertainment, LLC | Delaware | |
| Aramark Executive Management Services USA, Inc. | Delaware | |
| Aramark Facility Services, LLC | Delaware | |
| Aramark FHC Business Services, LLC | Delaware | |
| Aramark FHC Campus Services, LLC | Delaware | |
| Aramark FHC Correctional Services, LLC | Delaware | |
| Aramark FHC Healthcare Support Services, LLC | Delaware | |
| Aramark FHC Refreshment Services, LLC | Delaware | |
| Aramark FHC School Support Services, LLC | Delaware | |
| Aramark FHC Services, LLC | Delaware | |
| Aramark FHC Sports and Entertainment Services, LLC | Delaware | |
| Aramark FHC, LLC | Delaware | |
| Aramark Food and Support Services Group, Inc. | Delaware | |
| Aramark Food Service, LLC | Delaware | |
| Aramark FSM, LLC | Delaware | |
| Aramark Healthcare Support Services, LLC | Delaware | |
| Aramark Healthcare Support Services of the Virgin Islands, Inc. | Delaware | |
| Aramark Healthcare Technologies, LLC | Delaware | |
| Aramark Industrial Services, LLC | Delaware | |
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| Aramark Japan, Inc. | Delaware | |
| Aramark Management, LLC | Delaware | |
| Aramark Management Services Limited Partnership | Delaware | |
| Aramark Organizational Services, Inc. | Delaware | |
| Aramark Processing, LLC | Delaware | |
| Aramark Rail Services, LLC | Delaware | |
| Aramark RAV, LLC | Delaware | |
| Aramark RBI, Inc. | Delaware | |
| Aramark Refreshment Group, Inc. | Delaware | |
| Aramark Refreshment Services, LLC | Delaware | |
| Aramark Refreshment Services of Tampa, LLC | Delaware | |
| Aramark Schools, LLC | Delaware | |
| Aramark Schools Facilities, LLC | Delaware | |
| Aramark SCM, Inc. | Delaware | |
| Aramark Senior Living Services, LLC | Delaware | |
| Aramark Senior Notes Company | Delaware | |
| Aramark Services of Puerto Rico, Inc. | Delaware | |
| Aramark SM Management Services, Inc. | Delaware | |
| Aramark SMMS LLC | Delaware | |
| Aramark SMMS Real Estate LLC | Delaware | |
| Aramark Sports and Entertainment Group, LLC | Delaware | |
| Aramark Sports and Entertainment Services, LLC | Delaware | |
| Aramark Sports Facilities, LLC | Delaware | |
| Aramark Sports, LLC | Delaware | |
| Aramark Togwotee, LLC | Delaware | |
| Aramark U.S. Offshore Services, LLC | Delaware | |
| Aramark Uniform & Career Apparel Group, Inc. | Delaware | |
| Aramark Uniform & Career Apparel, LLC | Delaware | |
| Aramark Uniform Manufacturing Company | Delaware | |
| Aramark Uniform Services (Baltimore) LLC | Delaware | |
| Aramark Uniform Services (Carmelo) LLC | Delaware | |
| Aramark Uniform Services (Matchpoint) LLC | Delaware | |
| Aramark Uniform Services (Midwest) LLC | Delaware | |
| Aramark Uniform Services (Rochester) LLC | Delaware | |
| Aramark Uniform Services (Santa Ana) LLC | Delaware | |
| Aramark Uniform Services (Syracuse) LLC | Delaware | |
| Aramark Uniform Services (Texas) LLC | Delaware | |
| Aramark Uniform Services (West Adams) LLC | Delaware | |
| Aramark Venue Services, Inc. | Delaware | |
| Aramark WTC, LLC | Delaware | |
| Aramark/HMS, LLC | Delaware | |
| COHR Holdings, Inc. | Delaware |
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| COHR Inc. | Delaware | |
| D.G. Maren II, Inc. | Delaware | |
| Delsac VIII, Inc. | Delaware | |
| Filterfresh Coffee Service, LLC | Delaware | |
| Filterfresh Franchise Group, LLC | Delaware | |
| Fine Host Holdings, LLC | Delaware | |
| Harrison Conference Associates, LLC | Delaware | |
| Harry M. Stevens, LLC | Delaware | |
| Landy Textile Rental Services, LLC | Delaware | |
| Lifeworks Restaurant Group, LLC | Delaware | |
| MPBP Holdings, Inc. | Delaware | |
| New Aramark LLC | Delaware | |
| ReMedPar, Inc. | Delaware |
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Schedule II
Guarantors Incorporated or Formed in Jurisdictions other than the State of Delaware
Subsidiary | State of Incorporation or Formation | |
| American Snack & Beverage, LLC | Florida | |
| Aramark American Food Services, LLC | Ohio | |
| Aramark Business Dining Services of Texas, LLC | Texas | |
| Aramark Capital Asset Services, LLC | Wisconsin | |
| Aramark Consumer Discount Company | Pennsylvania | |
| Aramark Distribution Services, Inc. | Illinois | |
| Aramark Educational Services of Texas, LLC | Texas | |
| Aramark Educational Services of Vermont, Inc. | Vermont | |
| Aramark FHC Kansas, Inc. | Kansas | |
| Aramark Food Service of Texas, LLC | Texas | |
| Aramark Services of Kansas, Inc. | Kansas | |
| Aramark Sports and Entertainment Services of Texas, LLC | Texas | |
| Aramark Technical Services North Carolina, Inc. | North Carolina | |
| Brand Coffee Service, Inc. | Texas | |
| Harrison Conference Services of North Carolina, LLC | North Carolina | |
| Harry M. Stevens Inc. of New Jersey. | New Jersey | |
| Harry M. Stevens Inc. of Penn | Pennsylvania | |
| L&N Uniform Supply, LLC | California | |
| Lake Tahoe Cruises, LLC | California | |
| MyAssistant, Inc. | Pennsylvania | |
| Old Time Coffee Co. | California | |
| Overall Laundry Services, Inc. | Washington | |
| Paradise Hornblower, LLC | California | |
| Restaura, Inc. | Michigan | |
| Travel Systems, LLC | Nevada | |
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