EXHIBIT 5.1
[WOLF, BLOCK, SCHORR AND SOLIS COHEN LLP LETTERHEAD]
May 26, 2006
The Bon-Ton Stores, Inc.
The Bon-Ton Department Stores, Inc.
2801 East Market Street
York, Pennsylvania 17402
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the registration by The Bon-Ton Department Stores,
Inc., a Pennsylvania corporation (the "Company"), of $510,000,000 in aggregate
principal amount of 10-1/4% Senior Notes due 2014 (the "Exchange Notes"), and
the registration by The Bon-Ton Stores, Inc., a Pennsylvania corporation, The
Bon-Ton Stores of Lancaster, Inc., a Pennsylvania corporation, and The Bon-Ton
Trade, LLC, a Delaware limited liability company (collectively, the
"Guarantors"), of their guarantees with respect to the Exchange Notes
(collectively, the "Exchange Guarantee") on a Form S-4 registration statement
(the "Registration Statement"), relating to an offer to exchange the Exchange
Notes and the Exchange Guarantee for up to $510,000,000 in aggregate principal
amount of unregistered 10-1/4% Senior Notes due 2014, guaranteed on a senior
basis by the Guarantors and other affiliates of the Company, as described in the
Registration Statement (the "Exchange Offer"), to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "1933
Act"), you have requested our opinion with respect to the matters set forth
below. Such of the Exchange Notes as are issued in accordance with the terms of
the Exchange Offer and the Exchange Guarantee will be issued pursuant to an
indenture dated as of March 6, 2006 (the "Indenture") by and among the Company,
the Guarantors, the other guarantors that are parties thereto, and The Bank of
New York, a New York banking corporation, as trustee (the "Trustee").
Capitalized terms used herein without definition have the meanings given to them
in the Indenture, a copy of which will be incorporated by reference as an
exhibit to the Registration Statement.
In our capacity as your counsel in connection with the preparation and
filing of the Registration Statement, we are familiar with the corporate and
limited liability company actions taken and proposed to be taken by the Company
and the Guarantors in connection with the authorization and issuance of the
Exchange Notes and the Exchange Guarantee.
As counsel, we have examined such matters of fact and questions of law as
we have considered appropriate for purposes of rendering the opinions expressed
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all
The Bon-Ton Stores, Inc.
The Bon-Ton Department Stores, Inc.
May 26, 2006
Page 2
documents submitted to us as originals, and the conformity to authentic original
documents of all documents submitted to us as copies.
To the extent that our opinion addresses matters of law, our opinion is
limited to the federal laws of the United States, the laws of the State of New
York, the Business Corporation Law of the Commonwealth of Pennsylvania
(including the statutory provisions, all applicable provisions of the
Pennsylvania Constitution and reported judicial decisions interpreting the
foregoing) and the Delaware Limited Liability Company Act (including the
statutory provisions, all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting the foregoing).
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. Such of the Exchange Notes as are issued in accordance with the terms
of the Exchange Offer, when authenticated by the Trustee and executed and
delivered by the Company in accordance with the terms of the Registration Rights
Agreement and the Indenture, will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
2. The Exchange Guarantee, when (i) the Exchange Notes issued in
accordance with the terms of the Exchange Offer have been authenticated by the
Trustee and executed and delivered by the Company in accordance with the terms
of the Registration Rights Agreement and the Indenture and (ii) the Exchange
Guarantee has been authenticated by the Trustee and executed and delivered by
the Guarantors in accordance with the terms of the Registration Rights Agreement
and the Indenture, will constitute a legally valid and binding obligation of
each Guarantor, enforceable against each Guarantor in accordance with its terms.
Our opinions set forth above are subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or
other laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and by general principles of equity (whether
applied in a proceeding at law or in equity) including, without limitation,
standards of materiality, good faith and reasonableness in the interpretation
and enforcement of contracts, and the application of such principles to limit
the availability of equitable remedies such as specific performance.
This opinion has been prepared for your use in connection with the
Registration Statement and may not be relied upon for any other purpose. This
opinion speaks as of the date hereof, is based on the current state of the law
and the facts as of the date hereof, and we assume no obligation to advise you
of any changes therein subsequent to the effectiveness of the Registration
Statement even though the change may affect the legal analysis or a legal
conclusion or other matters in this opinion letter.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the prospectus included therein. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations
thereunder.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP