July 19, 1999

Volume Services America, Inc.
300 First Stamford Place
P.O. Box 10203
Stamford, CT 06904-2203

Ladies and Gentlemen:

               We have acted as counsel to Volume Services America, Inc., a
Delaware corporation (the "Company"), Volume Services America Holdings, Inc., a
Delaware Corporation ("Volume Holdings"), and the subsidiaries of the Company
named in Schedules I and II hereto (the "Subsidiaries", and together with Volume
Holdings, 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
$100,000,000 aggregate principal amount of 11 1/4% Senior Subordinated Notes due
2009 (the "Exchange Securities") and the issuance by the Guarantors of
guarantees (the "Guarantees"), with respect to the Exchange Securities. The
Exchange Securities and the Guarantees will be issued under an indenture (the
"Indenture") dated as of March 4, 1999 among the Company, the Guarantors and
Norwest Bank Minnesota, National Association, as



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Trustee. The Exchange Securities will be offered by the Company in exchange for
$100,000,000 aggregate principal amount of its outstanding 11 1/4 Senior
Subordinate Notes due 2009 (the "Securities").

               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 records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates 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.

               We have assumed further that (1) the Subsidiaries listed in
Schedule II hereto (the "Non-Delaware Guarantors") have duly authorized,
executed and delivered the Indenture, (2) execution, delivery and performance by
the Non-Delaware Guarantors of the Indenture and the Securities and the
Guarantees do not and will not violate the laws of the



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respective jurisdictions in which such Non-Delaware Guarantors are organized (as
set forth opposite the name of each Non-Delaware Guarantor in Schedule II
hereto) or any other applicable laws (excepting the laws of the State of New
York and the Federal laws of the United States).

               Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

        1. When the Exchange Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon the
exchange, the Exchange Securities will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms.

        2. When (a) the Exchange Securities 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 the effects of (1)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (2)
general equitable principles (whether considered in a proceeding in equity or at
law) and (3) an implied covenant of good faith and fair dealing.



Volume Services America, Inc.          -4-                         July 19, 1999

               We are members of the Bar of the State of New York, and 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 and the Delaware General
Corporation Law.

               We hereby consent to the filing of this opinion letter as Exhibit
5 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

                                  SIMPSON THACHER & BARTLETT