[HOLLAND & HART LETTERHEAD]
August 16, 1999
Volume Services America, Inc.
201 East Broad Street
Spartanburg, SC 29306
Re: Events Center Catering, Inc.
Ladies and Gentlemen:
We have acted as special Wyoming counsel for Events Center
Catering, Inc., a Wyoming statutory close corporation ("Events Center") in
connection with its authorization, execution and delivery of an Indenture dated
as of March 4, 1999 (the "Indenture") by and among Events Center, Volume
Services America, Inc., a Delaware corporation (the "Issuer"), certain direct
and indirect subsidiaries of the Issuer executing the Indenture (collectively,
with Events Center, the "Subsidiaries"), and Norwest Bank Minnesota, National
Association, as Trustee. The Indenture is executed and delivered in connection
with Issuer's proposal to issue and sell up to $100,000,000 aggregate principal
amount of 11 1/4 Senior Subordinated Notes due 2009 (the "Notes") pursuant to
the terms of a Purchase Agreement dated as of February 25, 1999 (the "Purchase
Agreement") among the Issuer, Volume Services America Holdings, Inc., a Delaware
corporation ("Holdings"), the Subsidiaries, and the initial purchasers of the
Notes. The Subsidiaries and Holdings will unconditionally guarantee Issuer's
obligations under the Notes and are collectively referred to herein as the
"Guarantors". The Indenture, the Notes, and the Purchase Agreement are sometimes
collectively referred to herein as the "Transaction Documents".
We have examined an executed copy of the Indenture and such
documents and records of Events Center, certificates of public officials and
officers of Events Center, and other documents as we have deemed necessary or
appropriate for the purposes of this opinion. Specifically, without limitation,
we have reviewed (i) a Secretary's Certificate dated March 4, 1999 signed by
Janet L. Steinmayer, Vice President, General Counsel and Secretary of Events
Center ("Secretary's Certificate"); (ii) resolutions of the Board of Directors
of Events Center dated February 25, 1999 authorizing Events Center, among other
things, to execute and deliver the Indenture (the "Board Resolutions"); and
(iii) resolutions of Volume Services, Inc., a Delaware corporation ("VSI"), the
sole direct stockholder of Events Center, dated February 9, 1999 authorizing
Events Center, among other things, to execute and deliver the Indenture (the
HOLLAND & HART
ATTORNEYS AT LAW
Volume Services America, Inc.
August 16, 1999
Page 2
"Shareholder Resolutions"). In connection therewith, we have assumed for
purposes of this opinion, with your permission and without independent review or
investigation by us, that (i) VSI is the sole stockholder of Events Center; (ii)
the Shareholder Resolutions were duly authorized, executed and delivered by all
of the members of the Board of Directors of VSI and are in full force and effect
as of the date of this opinion; (iii) the members of the Board of Directors of
VSI were duly qualified and duly elected to such positions; (iv) the statements
recited in the Secretary's Certificate are accurate; (v) the Board of Directors
of Events Center has been properly constituted and has been authorized by VSI to
approve the Board Resolutions; and (vi) the person signing the Indenture on
behalf of Events Center is a duly qualified and duly elected executive officer
of Events Center .
With your permission, we have further assumed for purposes of
this opinion without independent review or investigation by us: (i) the
genuineness and authenticity of signatures and the authority of persons signing
agreements on behalf of parties thereto; (ii) the authenticity of all documents
submitted to us as originals; (iii) the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies; (iv) the due authorization, execution and delivery of the
Transaction Documents by all parties thereto (other than Events Center); (v) the
Transaction Documents are the valid and legally binding obligation of all
parties thereto, except to the extent expressed in opinion paragraph 1 as to
Events Center; (vi) there are no bylaws or other shareholders' or management
agreements regulating the exercise of corporate powers and/or the management of
the business and affairs of Events Center; (vi) no action to dissolve, merge or
consolidate Events Center has occurred; and (vii) consideration under the
Transaction Documents has been given to Events Center contemporaneously with and
as part of the same transaction in which the Transaction Documents are required
to be executed and delivered.
Based upon and subject to the foregoing and the qualifications
and limitations set forth below, we are of the opinion that:
1. Events Center has duly authorized, executed and delivered
the Indenture as a Guarantor.
2. The execution, delivery and performance of the Indenture by
Events Center does not violate the laws of the State of Wyoming (the "State").
The opinions set forth above are subject to the following
qualifications and limitations:
HOLLAND & HART
ATTORNEYS AT LAW
Volume Services America, Inc.
August 16, 1999
Page 3
A. The opinion in opinion paragraph 1 as to delivery of the
Indenture by Events Center is based solely upon our understanding from counsel
for Issuer that the Indenture has been delivered contemporaneously by Events
Center, Issuer, the Subsidiaries, Holdings, and the Trustee.
B. Our examination of laws relevant to matters herein is
limited to the laws of the State. Accordingly, we express no opinion as to
matters governed by the laws of any other state or jurisdiction. Further, we
express no opinions except as specifically set forth in this opinion letter, and
no opinions may be implied. By way of example and without limitation, no opinion
is expressed regarding the effect of, or compliance with: (i) federal or State
securities or antitrust laws; (ii) any tax consequences of the overall
transaction involving Events Center; (iii) State law requirements for registered
offices or agents; or (iv) local laws of any kind.
Our opinions are based upon State laws and case decisions as
of the date of this letter. We expressly disavow any obligation to advise you
with respect to future changes in law or in our knowledge or as to any event or
change of condition occurring subsequent to the date of this letter.
This opinion is provided as a legal opinion only, effective as
of the date of this letter, and not as a guaranty or warranty of law or fact.
The opinions expressed in this letter are solely for the addressee of this
letter in connection with the Transaction Documents and may not be relied upon
in any respect by any other person or for any other purpose. This letter may not
be published, quoted or referenced to, or filed with, any person without our
prior written consent, provided that (i) Simpson Thacher & Bartlett may rely on
this opinion in connection with their issuance of an opinion to the Issuer as
to, among other things, the Transaction Documents, and (ii) this letter or a
copy of it may accompany a Registration Statement to be filed by Issuer with the
Securities and Exchange in connection with the transactions contemplated by the
Transaction Documents, and our name may be referred to under the caption "Legal
Matters" in the Prospectus included in the Registration Statement solely with
respect to the matters addressed in this opinion letter.
Very truly yours,
/s/ Holland & Hart
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Holland & Hart