EXHIBIT 5.1
Opinion of Donald G. Alvarado, Esq., Senior Vice President,
Law/Development of Smart & Final Inc.
[SMART & FINAL LOGO]
Food . Supplies . Business . Home
Donald G. Alvarado 600 Citadel Drive
Senior Vice President Commerce, California 90040
Law/Development 323.869.7697 voice
323.869.7862
don.alvarado@smartandfinal.com
May 3, 1999
Board of Directors
Smart & Final Inc.
600 Citadel Drive
City of Commerce, California 90040
Re: Smart & Final Inc. Registration Statement on Form S-3
(File No. 333-75627)
Gentlemen:
I am Senior Vice President, Law/Development, of Smart & Final Inc., a Delaware
corporation (the "Company"), and have acted as such in connection with its
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on April 2,
1999, as amended on May 4, 1999 (File No. 333-75627) (the "Registration
Statement"). This opinion is delivered in accordance with the requirements of
Item 601(5) of Regulation S-K promulgated under the Act.
The Registration Statement covers the registration of up to $60,000,000 of
shares of the Company's common stock (the "Shares"), and of transferable rights
which are exercisable for the Common Stock (the "Rights"). The Company proposes
to issue the Shares upon the exercise of the Rights, which Rights will be
distributed pro rata to eligible holders of record of the Company's common
stock, or, to the extent the Shares are not purchased upon exercise of Rights,
in accordance with the form, filed as an exhibit to the Registration Statement,
of Standby Purchase and Debt Reduction Agreement between the Company and its
majority stockholder Casino USA, Inc. (the "Rights Offering").
In connection herewith, I have examined and relied without independent
investigation as to matters of fact upon the Registration Statement and its
exhibits, the certificate of incorporation and bylaws of the Company (in each
case as amended or restated to the date hereof), resolutions relating to the
Rights Offering of the Company's Board of Directors and its Special Committee
referred to in the Prospectus included in the Registration Statement, such
certificates of public
officials, such statements and certificates of officers of the Company and such
other corporate records, documents, certificates and instruments as I have
deemed necessary or appropriate in order to enable me to render the opinions
expressed herein. I have assumed the legal capacity of natural persons,
genuineness of all signatures on all documents examined by me, the authenticity
of all documents submitted to me as originals and the conformity to authentic
originals of all documents submitted to me as certified or photostatic copies. I
have further assumed as to documents executed by parties other than the Company,
that such other parties had the power and authority to execute, deliver and
perform those documents and that such documents are valid and binding
obligations of such other parties.
Based upon the foregoing and in reliance thereon and subject to the
effectiveness of the Registration Statement, I am of the opinion that:
(i) Upon distribution of the Rights pursuant to the Rights Offering,
as described in the Registration Statement and the Prospectus constituting a
part of the Registration Statement (the "Prospectus"), the Rights will be duly
authorized and validly issued;
(ii) The Rights are valid and binding obligations of the Company; and
(iii) Upon issuance and sale against payment therefor pursuant to the
Rights Offering, as described in the Registration Statement and the Prospectus,
the Shares will be duly authorized, validly issued, fully paid and non-
assessable.
I am admitted to the bar of the State of California. I express no opinion as to
the laws of any jurisdiction other than the laws of California, the General
Corporation Law of the State of Delaware, and the federal laws of the United
States of America. I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under the caption
"Legal Matters" in the Prospectus filed as a part of the Registration Statement.
I also consent to your filing copies of this opinion as an exhibit to the
Registration Statement with agencies of such states as you deem necessary in the
course of complying with the laws of such states regarding the offering and sale
of such shares of Common Stock and the issuance of such Rights. In giving this
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donald G. Alvarado, Esq.
Donald G. Alvarado, Esq.
Senior Vice President, Law/Development