[LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP]
August 16, 1999
Volume Services America, Inc.
201 East Broad Street
Spartanburg, South Carolina 29306
Re: Service America Concessions Corporation
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Ladies and Gentlemen:
We have acted as special Maryland counsel to Volume Services America,
Inc. (the "Issuer") and its wholly owned subsidiary, Service America Concessions
Corporation, a Maryland corporation (the "Corporation"), in connection with a
Registration Statement on Form S-4 (File No. 333-79419) to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act") on August 18, 1999, (such
Registration Statement, together with the pre-effective amendments thereto filed
through the date hereof being referred to as "Registration Statement") by the
Issuer and the guarantors listed therein, including the Corporation (the other
guarantors and Corporation, together with the Issuer, the "Guarantors"). The
Registration Statement relates to the issuance, by the Issuer, 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"), including a guarantee issued by the Corporation (the
"Corporation's Guarantee") on March 4, 1999, 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 Issuer, the
Guarantors and Norwest Bank Minnesota, National Association, as Trustee. The
Exchange Securities will be offered by the Issuer in exchange for $100,000,000
aggregate principal amount of its outstanding 11 1/4% Senior Subordinated Notes
due 2009 (the "Outstanding Securities").
This opinion is being delivered at the request of the Issuer in order
to facilitate the issuance of certain legal opinions required in connection with
the Registration Statement by Simpson Thacher & Bartlett, counsel to the
Issuer. You are aware, and we hereby confirm, that we have not represented the
Issuer or the Corporation with respect to the Outstanding Securities, the
Registration Statement, the Exchange
Volume Services America, Inc.
August 16, 1999
Page 2
Securities, the Guarantees or otherwise, but that we have been retained for the
limited purpose of rendering the opinions set forth herein. We hereby confirm
that you acknowledge the foregoing and that you have consented to the rendering
of the opinions set forth herein by this firm in light thereof.
As special Maryland counsel to the Corporation, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the following:
(i) Amendment No. 1 to the Registration Statement, as filed with
the Commission on July 19, 1999;
(ii) the Articles of Incorporation and Bylaws of the Corporation,
as amended, as currently in effect;
(iii) certain resolutions of the Board of Directors of the
Corporation relating to the issuance of the Exchange
Securities, the Indenture, the Guarantees and the other
transactions contemplated by the Registration Statement; and
(iv) the Indenture; and the Corporation's Guarantee included
therein;
each of which has been filed with the Commission, in the case of the documents
listed in paragraphs (ii) through (iv) above, as exhibits to the Registration
Statement as so filed, and in all cases which have been certified to us as true
and complete copies by an officer of the Corporation. We also have examined and
relied upon the following documents:
(a) a certificate of the Maryland State Department of Assessments
and Taxation, dated August 11, 1999, to the effect that the
Corporation is duly incorporated and existing under the laws
of the State of Maryland and is in good standing and duly
authorized to transact business in the State of Maryland;
(b) an officer's certificate of the Corporation dated August 16,
1999, certifying (v) the Articles of Incorporation, (w) the
Bylaws, (x) certain resolutions of the Board of Directors, (y)
the Indenture, and (z) a secretary's certificate of the
Corporation dated March 4, 1999, including an incumbency
certificate;
Volume Services America, Inc.
August 16, 1999
Page 3
(c) a letter from an officer of the Corporation addressed to us
dated August 16, 1999, confirming certain factual matters
including that the Corporation does not (w) transact any
business in the State of Maryland, (x) own or lease any real
property in the State of Maryland, (y) have any employees in
the State of Maryland, and (z) maintain any offices in the
State of Maryland, other than for the purposes of appointing a
registered agent for service of process; and
(d) such other documents, records, agreements and certificates of
the Corporation and Issuer and such other parties as we have
deemed necessary or appropriate to enable us to render the
opinions expressed below.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. As to
any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Corporation and others.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Corporation has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Indenture.
2. The Indenture has been duly and validly authorized, executed and
delivered by the Corporation.
3. The execution, delivery, and performance by the Corporation of
Indenture and the Corporation's Guarantee do not and will not violate the
Corporation's Articles of Incorporation or Bylaws, and do not and will not
violate any applicable Maryland law.
In addition to any assumptions, qualifications and other matters set
forth elsewhere herein, the opinions set forth above are subject to the
following assumptions and qualifications:
Volume Services America, Inc.
August 16, 1999
Page 4
(1) The opinions expressed herein are based upon and limited to the
applicable laws of the State of Maryland, excluding the principles of conflicts
of laws thereof, as in effect as of the date hereof, and our knowledge of the
facts relevant to such opinions on such date. In this regard, we note that we
are members of the Bar of the State of Maryland, we do not express any opinion
herein as to matters governed by the laws of any other jurisdiction, we do not
purport to be experts in any other laws and we can accept no responsibility for
the applicability or effect of any such laws. In addition, we assume no
obligation to supplement the opinions expressed herein if any applicable laws
change after the date hereof, or if we become aware of any facts or
circumstances that affect the opinions expressed herein.
(2) We have not examined any court dockets, agency files or other
public records regarding the entry of any judgments, writs, decrees or orders or
the pendency of any actions, suits, proceedings, investigations or litigation.
(3) We do not purport to pass upon the application of any "blue sky" or
securities laws with respect to the transactions contemplated by the
Registration Statement, the Indenture, the Guarantees, the Corporation's
Guarantee or the transactions contemplated thereby.
(4) This letter is strictly limited to the matters expressly set forth
herein and no statements or opinions should be inferred beyond such matters.
We call your attention to The Report of the Special Joint Committee on
Lawyer's Opinions in Commercial Transactions of the Maryland State Bar
Association, Inc. and The Bar Association of Baltimore City dated January 18,
1989, as published in The Business Lawyer, volume 45, number 2 (February 1990)
at page 705, which Report guides us in the preparation and delivery of legal
opinions in commercial transactions..
This opinion is being rendered at the request of the Issuer in order to
facilitate the issuance of certain legal opinions required in connection with
the Registration Statement by Simpson Thacher & Bartlett, counsel for the
Issuer. It may be relied upon by you and by Simpson Thacher & Bartlett for that
purpose. We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act, or the Rules or Regulations of the Commission thereunder.
Very truly yours,
/s/ Venable, Baetjer and Howard