[Paul, Hastings, Janofsky & Walker LLP Letterhead]
August 16, 1999
WRITER'S DIRECT ACCESS OUR FILE NO.
29711.93133
Volume Services America, Inc.
201 East Broad Street
Spartansburg, South Carolina 29306
RE: Volume Services America, Inc. ("VSA") --
Indenture dated March 4, 1999
Ladies and Gentlemen:
We have acted as special California counsel for Servomation Duchess, Inc.,
a California corporation (the "Company"), in connection with that certain
Indenture dated as of March 4, 1999, among VSA, the guarantors named therein
(including the Company) and Norwest Bank Minnesota, National Association, as
Trustee (the "Indenture"), executed in connection with the issuance and sale by
VSA of $100,000,000 aggregate principal amount of VSA's 11 1/4% Senior
Subordinated Notes due 2009.
For the purposes of this opinion, we have examined the following:
(a) an executed copy of the Indenture;
(b) the Articles of Incorporation of the Company as in effect on the date
hereof (the "Charter");
(c) the By-Laws of the Company as in effect on the date hereof (the
"By-Laws");
Volume Services America, Inc.
August 16, 1999
Page 2
(d) the resolutions which were adopted by the Board of Directors of the
Company on February 25, 1999 (the "Resolution"); and
(e) an executed copy of certificates of the Secretary of the Company (the
"Secretary's Certificate") certifying as to: (i) true copies of the Charter,
By-Laws and duly adopted Resolutions, (ii) certain corporate matters and (iii)
the incumbency, authority and true signatures of the officers of the Company
authorized to sign the Indenture (as defined below).
We have also reviewed such records, documents, certificates (including,
without limitation, certificates of good standing and the Secretary's
Certificate) and other instruments, and have made such investigations of law
as in our judgment are necessary or appropriate to enable us to render the
opinions expressed below. As to questions of fact relating to the opinions
expressed below, we have relied, without independent investigation of any kind,
upon representations and warranties contained in and made pursuant to the
Indenture, and upon the Secretary's Certificate.
In rendering the opinions expressed below, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents examined by us, the conformity to original
documents of all documents submitted to us as copies, and the accuracy of all
representations and warranties made in the Indenture and the other documents
executed in connection therewith.
Based upon the foregoing, and in reliance thereon, and subject to the
limitations, qualifications and exceptions set forth herein, we are of the
following opinion:
1. The Company has duly authorized, executed and delivered the Indenture.
2. The execution and delivery of the Indenture by the Company, and the
performance of its obligations thereunder, will not violate any California
State statute, rule or regulation.
We express no opinion with regard to any matter which may be governed by
the law of any jurisdiction other than the laws of the State of California. We
express no opinion as to any law, ordinance, rule or regulation of any
municipality, village, town,
Volume Services America, Inc.
August 16, 1999
Page 3
county or other political division of the State of California. We express no
opinion with regard to any federal or state securities law, rule, regulation, or
ruling.
This opinion is rendered to you upon the instructions of the Company and is
soley for your benefit in connection with the Indenture. This opinion may not be
relied upon by you for any purpose other than in connection with the Indenture
nor may it be relied upon by any other person for any purpose without our prior
written consent. Notwithstanding the foregoing (i) we consent to the inclusion
of this letter as an exhibit to VSA's Amendment to Registration Statement on
Form S-4, Registration No. 333-79419 (the "Registration Statement"), to be
filed with the United States Securities and Exchange Commission, and to the
reference to our Firm under the caption "Legal Matters" in the Registration
Statement and (ii) your counsel, Simpson Thacher & Bartlett, may receive a copy
of this letter and may rely upon the opinions set forth herein in connection
with the rendering by such firm of its opinion in connection with the
Registration Statement.
This opinion is rendered to you as of the date hereof, and we assume no
obligation to update you with respect to matters of law or fact after the date
hereof.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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