[Letterhead of Locke Liddell & Sapp LLP]
August 16, 1999
Volume Services of America, Inc.
300 First Stamford Place
P. O. Box 10203
Stamford, Connecticut 06904-2203
Ladies and Gentlemen:
We have acted as special Texas counsel to SVM of Texas, Inc. (the
"Client"), a Texas corporation, in connection with the 11 1/4% Senior
Subordinated Notes due 2009 (the "Exchange Securities") to be issued by you.
In such capacity we have reviewed originals, or copies certified or
otherwise identified to our satisfaction, of only the following:
1. Indenture (the "Indenture") dated as of March 4, 1999 from you;
certain of your subsidiaries (including the Client), and Volume
Services America Holdings, Inc. to Norwest Bank Minnesota, National
Association, as Trustee;
2. Secretary's Certificate executed by Janet L. Steinmayer and dated
March 4, 1999, together with its attachments;
3. Officer's Certificate executed by Kenneth R. Frick and dated August
11, 1999, together with its attachments; and
4. Certificate of Restated Articles of Incorporation of SVM of Texas,
Inc. (the "Certificate") issued by the Texas Secretary of State and
dated July 19, 1999.
We are rendering this opinion to you at the Client's request. We advise
you that, while we represent the Client on a number of matters, there may be
many matters of a legal nature concerning the Client about which we have not
been consulted and concerning which we have no knowledge.
In preparing this opinion, we have relied without independent
verification upon the assumptions set forth in Schedule A to this opinion and,
as to matters of fact material to this opinion, the statements, certificates and
representations of officers, employees and other representatives of the Client,
including but not limited to the representations in the Indenture. As to the
existence of the Client, we have relied solely on the Certificate, and our
opinion as to such matters is not intended to provide any conclusion or
assurance beyond that conveyed by the Certificate.
Volume Services of America, Inc.
August 16, 1999
Page 2
Opinions
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Based on the foregoing, and having due regard for such legal
considerations as we deem relevant, and subject to the limitations,
qualifications and exceptions set forth or incorporated herein, we are of the
opinion that:
1. The Client is a corporation duly incorporated and validly
existing under the laws of the State of Texas.
2. The execution, delivery and performance by the Client of the
Indenture (a) have been duly authorized by all necessary
corporate action on the part of the Client; (b) are within the
corporate power and authority of the Client, and (c) do not
contravene or violate any Texas statutory law, rule or
regulation or the Restated Articles of Incorporation or Bylaws
of the Client.
3. The Indenture has been duly and validly executed and delivered
by the Client.
General Matters
---------------
Our opinion on each issue addressed in this letter represents our
opinion as to how that issue would be resolved were it to be considered, in a
properly presented case, by the Texas Supreme Court. The manner in which any
particular issue would be treated in any actual court case would depend in part
on the facts and circumstances particular to that case, and our opinion is not
intended to guarantee the outcome of any legal dispute which may arise in the
future.
In rendering this opinion and with your concurrence, we have made no
independent investigation as to the accuracy or completeness of any
representation, warranty, data or other information, written or oral, that may
have been made by or on behalf of the parties to the Indenture, and we have
assumed in rendering this opinion that none of such information, if any,
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements made, in light of the circumstance in
which they are made, not misleading.
We have not undertaken any research for purposes of determining whether
the Client or the Indenture is subject to any Texas law or other governmental
requirement other than to those laws and requirements which is our experience
would generally be recognized as applicable in the absence of research by
lawyers in Texas, and none of our opinions covers any such law or other
requirement.
This opinion is limited in all respects to the laws of the State of
Texas, as now in effect, which have been published and are generally available
in a format that makes legal research reasonably feasible. We disclaim any
responsibility to inform you of any changes. No opinion is expressed as to any
matter that may be governed by the laws of any other jurisdiction, including but
not limited to the federal laws of the United States.
Volume Services of America, Inc.
August 16, 1999
Page 3
We hereby consent to the filing of this opinion as part of Exhibit 5 to
the Registration Statement on Form S-4 filed by you and certain of your
subsidiaries (including the Client) with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the issuance of the
Exchange Securities and to the use of our name under the caption "Legal Matters"
in the Prospectus included in such Registration Statement.
This opinion is solely for your benefit and may be relied upon only by
you and by Simpson Thacher & Bartlett in connection with the transactions
described in the Indenture. This opinion may not be relied upon by you or such
counsel for any other purpose, or by any other individual or entity for any
purpose, in whole or in part, without our express prior written consent.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
Schedule A - Assumptions
Schedule A
Assumptions
For purposes of our letter, we have relied, without investigation, upon
each of the following assumptions:
1. Natural persons who are involved on behalf of the Client have
sufficient legal capacity to enter into and perform the transactions
effected under the Indenture.
2. Each document submitted to us for review is accurate and complete, each
such document that is an original is authentic, each such document that
is a copy conforms to an authentic original, and all signatures on each
such document are genuine.
3. Each certificate issued by a governmental official, office or agency
concerning a person's status, including but not limited to certificates
of corporate existence, is accurate, complete and authentic and all
official public records (including their proper indexing and filing)
are accurate and complete.