Exhibit 5.1
June 12, 2017
Albertsons Companies, LLC
New Albertson’s, Inc.
Safeway Inc.
Albertson’s LLC
and the Additional Issuers described below
250 Parkcenter Blvd.
Boise, Idaho 83706
Ladies and Gentlemen:
We have acted as special counsel to each of (i) Albertsons Companies, LLC, a Delaware limited liability company, New Albertson’s, Inc., an Ohio corporation, Safeway Inc., a Delaware corporation and Albertson’s LLC, a Delaware limited liability company (collectively, the “Lead Issuers”), and (ii) the Additional Issuers included in Schedule A hereto (together with the Lead Issuers, the “Issuers”), in connection with the preparation and filing of a Registration Statement onForm S-4 (the “Registration Statement”), relating to $1,250,000,000 in aggregate principal amount of the Issuers’ 6.625% Senior Notes due 2024 (the “New 2024 Notes” and $1,250,000,000 in aggregate principal amount of the Issuer’s 5.750% Senior Notes due 2025 (the “New 2025 Notes,” and together with the New 2024 Notes, the “New Notes”) and the related guarantees of the New Notes (the “Guarantees”) by the Additional Issuers. The New 2024 Notes and the New 2025 Notes are to be offered by the Issuers in exchange for $1,250,000,000 in aggregate principal amount of the Issuers’ outstanding 6.625% Senior Notes due 2024 and $1,250,000,000 in aggregate principal amount of the Issuers’ outstanding 5.750% Senior Notes due 2025, respectively. The Guarantees are to be offered by the Additional Issuers in exchange for the outstanding guarantees of the Issuers’ outstanding 6.625% Senior Notes due 2024 and outstanding 5.750% Senior Notes due 2025.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion, we have examined originals, telecopies or copies, certified or otherwise identified to our satisfaction, of each of the (i) Registration Statement, (ii) the Indenture pertaining to the 6.625% Senior Notes due 2024 dated as of May 31, 2016 (as amended, supplemented or otherwise modified, the “2024 Notes Indenture”); the Indenture pertaining to the 5.750% Senior Notes due 2025 dated as of August 9, 2016 (as amended, supplemented or otherwise modified, the “2025 Notes Indenture,” and together with the 2024 Notes Indenture, the “Indentures”) and (iii) the forms of each of the New Notes, included as
Albertsons Companies, LLC et al.
June 12, 2017
Page 2
exhibits to the Indentures. We have also examined originals, telecopies or copies, certified or otherwise identified to our satisfaction, of such records of the Issuers and such other agreements, certificates of public officials, certificates of officers or other representatives of the Issuers and others, as we have deemed necessary as a basis for our opinions set forth below.
We have relied, without independent investigation, as to factual matters on the representations and warranties contained in the Indenture and on certifications of public officials and of officers and other representatives of the Issuers.
We have assumed (i) the legal capacity of all natural persons executing each Indenture and such other agreements, certificates or documents, (ii) the genuineness of all signatures thereon, (iii) the legal capacity of natural persons signing or delivering any agreements, certificates and documents, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the original of all copies, telecopies, photostatic or conformed copies and the authenticity of the originals of such latter documents.
Members of this firm are admitted to the bar in the State of New York and the opinions set forth below are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware, and the Delaware Limited Liability Company Act.
Based on the foregoing and such other investigations as we have deemed necessary and subject to the qualifications included in this letter, we are of the opinion that:
1. Upon the issuance of the New Notes in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indentures, the New Notes will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).
2. Upon the issuance of the New Notes in the manner referred to in the Registration Statement and in accordance with the terms and conditions of and the procedures set forth in the Indenture, the Guarantees will constitute legal, valid and binding obligations of each of the Additional Issuers, enforceable against such Additional Issuers in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Albertsons Companies, LLC et al.
June 12, 2017
Page 3
| Very truly yours, |
/s/ Schulte Roth & Zabel LLP |
| Schulte Roth & Zabel LLP |
Schedule A
Additional Issuers
Additional Issuer | State or Other Jurisdiction of Incorporation or Organization | |
| ABSCA-GL LLC | Delaware | |
| ABSCA-O DC1 LLC | Delaware | |
| ABSCA-O DC2 LLC | Delaware | |
| ABSCA-O LLC | Delaware | |
| ABS DFW INVESTOR LLC | Delaware | |
| ABS DFW LEASE OWNER LLC | Delaware | |
| ABS DFW OWNER LLC | Delaware | |
| ABS FINANCE CO., INC. | Delaware | |
| ABS FLA INVESTOR LLC | Delaware | |
| ABS FLA LEASE INVESTOR LLC | Delaware | |
| ABS FLA OWNER LLC | Delaware | |
| ABSID-GL LLC | Delaware | |
| ABSID-O DC LLC | Delaware | |
| ABSID-O LLC | Delaware | |
| ABS MEZZANINE I LLC | Delaware | |
| ABS MEZZANINE II LLC | Delaware | |
| ABS MEZZANINE III LLC | Delaware | |
| ABSMT-GL LLC | Delaware | |
| ABSMT-O LLC | Delaware | |
| ABS NOCAL LEASE INVESTOR LLC | Delaware | |
| ABS NOCAL LEASE OWNER LLC | Delaware | |
| ABSNV-GL LLC | Delaware | |
| ABSNV-O LLC | Delaware | |
| ABSOR-GL LLC | Delaware | |
| ABSOR-O DC LLC | Delaware | |
| ABSOR-O LLC | Delaware | |
| ABS REAL ESTATE CORP. | Delaware | |
| ABS REAL ESTATE HOLDINGS LLC | Delaware | |
| ABS REAL ESTATE INVESTOR HOLDINGS LLC | Delaware | |
| ABS REAL ESTATE OWNER HOLDINGS LLC | Delaware | |
| ABS REALTY INVESTOR LLC | Delaware | |
| ABS REALTY LEASE INVESTOR LLC | Delaware | |
| ABS RM INVESTOR LLC | Delaware | |
| ABS RM LEASE INVESTOR LLC | Delaware | |
| ABS RM LEASE OWNER LLC | Delaware |
A-1
Additional Issuer | State or Other Jurisdiction of Incorporation or Organization | |
| ABS RM OWNER LLC | Delaware | |
| ABS SW INVESTOR LLC | Delaware | |
| ABS SW LEASE INVESTOR LLC | Delaware | |
| ABS SW LEASE OWNER LLC | Delaware | |
| ABS SW OWNER LLC | Delaware | |
| ABS TX INVESTOR GP LLC | Delaware | |
| ABS TX INVESTOR LP | Texas | |
| ABS TX LEASE INVESTOR GP LLC | Delaware | |
| ABS TX LEASE INVESTOR LP | Texas | |
| ABS TX LEASE OWNER GP LLC | Delaware | |
| ABS TX LEASE OWNER LP | Texas | |
| ABS TX OWNER GP LLC | Delaware | |
| ABS TX OWNER LP | Texas | |
| ABSUT-GL LLC | Delaware | |
| ABSUT-O DC LLC | Delaware | |
| ABSUT-O LLC | Delaware | |
| ABSWA-GL LLC | Delaware | |
| ABSWA-O LLC | Delaware | |
| ABSWY-GL LLC | Delaware | |
| ABSWY-O LLC | Delaware | |
| ACME MARKETS, INC. | Delaware | |
| AFDI NOCAL LEASE INVESTOR LLC | Delaware | |
| ALBERTSONS COMPANIES SPECIALTY CARE, LLC | Delaware | |
| AMERICAN DRUG STORES LLC | Delaware | |
| AMERICAN FOOD AND DRUG LLC | Delaware | |
| AMERICAN PARTNERS, L.P. | Indiana | |
| AMERICAN PROCUREMENT AND LOGISTICS COMPANY LLC | Delaware | |
| AMERICAN STORES COMPANY, LLC | Delaware | |
| AMERICAN STORES PROPERTIES LLC | Delaware | |
| APLC PROCUREMENT, INC. | Utah | |
| ASC MEDIA SERVICES, INC. | Utah | |
| ASP REALTY, LLC | Delaware | |
| ASP SW INVESTOR LLC | Delaware | |
| ASP SW LEASE INVESTOR LLC | Delaware | |
| ASP SW LEASE OWNER LLC | Delaware | |
| ASP SW OWNER LLC | Delaware | |
| ASR LEASE INVESTOR LLC | Delaware |
A-2
Additional Issuer | State or Other Jurisdiction of Incorporation or Organization | |
| ASR OWNER LLC | Delaware | |
| ASR TX INVESTOR GP LLC | Delaware | |
| ASR TX INVESTOR LP | Texas | |
| ASR TX LEASE OWNER GP LLC | Delaware | |
| ASR TX LEASE OWNER LP | Texas | |
| AVIA PARTNERS, INC. | Delaware | |
| CARR-GOTTSTEIN FOODS CO. | Delaware | |
| CAYAM ENERGY, LLC | Delaware | |
| CLIFFORD W. PERHAM, INC. | Maine | |
| COLLINGTON SERVICES LLC | Delaware | |
| CONSOLIDATED PROCUREMENT SERVICES, INC. | Delaware | |
| DIVARIO VENTURES LLC | Delaware | |
| DOMINICK’S FINER FOODS, LLC | Delaware | |
| DOMINICK’S SUPERMARKETS, LLC | Delaware | |
| EATING RIGHT LLC | Delaware | |
| EXT LEASE OWNER LLC | Delaware | |
| EXT OWNER LLC | Delaware | |
| EXTREME LLC | Delaware | |
| FRESH HOLDINGS LLC | Delaware | |
| GENUARDI’S FAMILY MARKETS LP | Delaware | |
| GFM HOLDINGS I, INC. | Delaware | |
| GFM HOLDINGS LLC | Delaware | |
| GIANT OF SALISBURY, INC. | Maryland | |
| GOOD SPIRITS LLC | Texas | |
| GROCERYWORKS.COM OPERATING COMPANY, LLC | Delaware | |
| GROCERYWORKS.COM, LLC | Delaware | |
| JETCO PROPERTIES, INC. | Delaware | |
| JEWEL COMPANIES, INC. | Delaware | |
| JEWEL FOOD STORES, INC. | Ohio | |
| JEWEL OSCO SOUTHWEST LLC | Illinois | |
| LLANO LOGISTICS, INC. | Delaware | |
| LSP LEASE LLC | Delaware | |
| LUCERNE DAIRY PRODUCTS LLC | Delaware | |
| LUCERNE FOODS, INC. | Delaware | |
| LUCERNE NORTH AMERICA LLC | Delaware | |
| LUCKY (DEL) LEASE OWNER LLC | Delaware | |
| LUCKY STORES LLC | Ohio | |
| MEDCART SPECIALTY CARE, LLC | Delaware |
A-3
Additional Issuer | State or Other Jurisdiction of Incorporation or Organization | |
| NAI SATURN EASTERN LLC | Delaware | |
| NEWCO INVESTMENTS, LLC | Delaware | |
| NHI INVESTMENT PARTNERS, LP | Delaware | |
| NHI TX LEASE OWNER GP LLC | Delaware | |
| NHI TX LEASE OWNER LP | Texas | |
| NHI TX OWNER GP LLC | Delaware | |
| NHI TX OWNER LP | Texas | |
| O ORGANICS LLC | Delaware | |
| OAKBROOK BEVERAGE CENTERS, INC. | Illinois | |
| RANDALL’S BEVERAGE COMPANY, INC. | Texas | |
| RANDALL’S FOOD & DRUGS LP | Delaware | |
| RANDALL’S FOOD MARKETS, INC. | Delaware | |
| RANDALL’S HOLDINGS, INC. | Delaware | |
| RANDALL’S INVESTMENTS, INC. | Delaware | |
| RANDALL’S MANAGEMENT COMPANY, INC. | Delaware | |
| SAFEWAY AUSTRALIA HOLDINGS, INC. | Delaware | |
| SAFEWAY CANADA HOLDINGS, INC. | Delaware | |
| SAFEWAY CORPORATE, INC. | Delaware | |
| SAFEWAY DALLAS, INC. | Delaware | |
| SAFEWAY DENVER, INC. | Delaware | |
| SAFEWAY GIFT CARDS, LLC | Arizona | |
| SAFEWAY HEALTH INC. | Delaware | |
| SAFEWAY HOLDINGS I, LLC | Delaware | |
| SAFEWAY NEW CANADA, INC. | Delaware | |
| SAFEWAY PHILTECH HOLDINGS, INC. | Delaware | |
| SAFEWAY SOUTHERN CALIFORNIA, INC. | Delaware | |
| SAFEWAY STORES 28, INC. | Delaware | |
| SAFEWAY STORES 42, INC. | Delaware | |
| SAFEWAY STORES 44, INC. | Delaware | |
| SAFEWAY STORES 45, INC. | Delaware | |
| SAFEWAY STORES 46, INC. | Delaware | |
| SAFEWAY STORES 47, INC. | Delaware | |
| SAFEWAY STORES 48, INC. | Delaware | |
| SAFEWAY STORES 49, INC. | Delaware | |
| SAFEWAY STORES 58, INC. | Delaware | |
| SAFEWAY STORES 67, INC. | Delaware | |
| SAFEWAY STORES 71, INC. | Delaware | |
| SAFEWAY STORES 72, INC. | Delaware |
A-4
Additional Issuer | State or Other Jurisdiction of Incorporation or Organization | |
| SAFEWAY STORES 78, INC. | Delaware | |
| SAFEWAY STORES 79, INC. | Delaware | |
| SAFEWAY STORES 80, INC. | Delaware | |
| SAFEWAY STORES 85, INC. | Delaware | |
| SAFEWAY STORES 86, INC. | Delaware | |
| SAFEWAY STORES 87, INC. | Delaware | |
| SAFEWAY STORES 88, INC. | Delaware | |
| SAFEWAY STORES 89, INC. | Delaware | |
| SAFEWAY STORES 90, INC. | Delaware | |
| SAFEWAY STORES 91, INC. | Delaware | |
| SAFEWAY STORES 92, INC. | Delaware | |
| SAFEWAY STORES 96, INC. | Delaware | |
| SAFEWAY STORES 97, INC. | Delaware | |
| SAFEWAY STORES 98, INC. | Delaware | |
| SAFEWAY STORES 99, INC. | Delaware | |
| SHAW’S REALTY CO. | Maine | |
| SHAW’S REALTY TRUST | Massachusetts | |
| SHAW’S SUPERMARKETS, INC. | Massachusetts | |
| SHORTCO OWNER LLC | Delaware | |
| SPIRIT ACQUISITION HOLDINGS LLC | Delaware | |
| SSI – AK HOLDINGS, INC. | Delaware | |
| SSM HOLDINGS COMPANY | Delaware | |
| STAR MARKETS COMPANY, INC. | Massachusetts | |
| STAR MARKETS HOLDINGS, INC. | Massachusetts | |
| STRATEGIC GLOBAL SOURCING, LLC | Delaware | |
| SUNRICH MERCANTILE LLC | California | |
| SUNRICH OWNER LLC | Delaware | |
| THE VONS COMPANIES, INC. | Michigan | |
| UNITED SUPERMARKETS, L.L.C. | Texas | |
| USM MANUFACTURING L.L.C. | Texas | |
| WILDCAT MARKETS OPCO LLC | Delaware |
A-5