[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
EXHIBIT 5
September 13, 1999
C 87217-00009
Stater Bros. Holdings Inc.
21700 Barton Road
Colton, California 92324
Re: Exchange of 10 3/4% Senior Notes due 2006
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Ladies and Gentlemen:
We have acted as counsel for Stater Bros. Holdings Inc., a Delaware
corporation (the "Company" or the "Registrant"), in connection with the
Company's proposed offer to exchange (the "Exchange Offer") up to $450,000,000
aggregate principal amount of 10 3/4% Senior Notes due 2006 registered under the
Securities Act of 1933, as amended (the "Exchange Notes"), of the Company for a
like aggregate amount of 10 3/4% Senior Notes due 2006 issued August 6, 1999
(the "Outstanding Notes"). The Exchange Notes will be issued pursuant to the
terms of the Indenture, dated as of August 6, 1999 (the "Indenture"), between
the Company and IBJ Whitehall Bank & Trust Company, as trustee (the "Trustee").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Indenture.
As such counsel, we have examined, among other things, (i) the Registration
Statement on Form S-4 (File No. 333-85723), as amended, filed by the Registrants
with the Securities and Exchange Commission ("Commission") to register under the
Securities Act of 1933, as amended, the issuance of the Exchange Notes; (ii) the
Indenture; and (iii) the form of the Exchange Notes to be issued in the Exchange
Offer. The Exchange Notes and the Indenture are sometimes referred to herein
collectively as the "Documents." We have also made such other inquiries and
examined, among other things, originals or copies, certified or otherwise
identified to our satisfaction, of
Stater Bros. Holdings Inc.
September 13, 1999
Page 2
such records, agreements, certificates, instruments and other documents as we
have considered necessary or appropriate for the purposes of this opinion.
In rendering this opinion, we have assumed:
(a) Each party to the Documents (i) has all requisite power and authority
to execute, deliver and perform its obligations thereunder, (ii) has duly
authorized, by all necessary action on such party's part, the execution and
delivery of each such Document and the performance of such obligations and (iii)
has duly executed and delivered each such Document;
(b) Each of the Documents is the legal, valid and binding obligation of,
and is enforceable against, each party thereto (other than the Company, as to
which the assumptions in this clause (b) do not apply) in accordance with its
terms;
(c) The signatures on all documents examined by us are genuine, all
individuals executing such documents had all requisite legal capacity and
competency and the documents submitted to us as originals are authentic and the
documents submitted to us as certified or reproduction copies conform to the
originals; and
(d) The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
Based upon the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations contained herein, we are
of the opinion that:
1. The Exchange Notes, when duly executed and delivered by the Company
and issued, authenticated and delivered in accordance with the provisions of the
Indenture in exchange for the Outstanding Notes, will be duly issued and will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
The foregoing opinions are subject to the following exceptions,
qualifications and limitations:
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of New York and the United States of America.
This opinion is limited to the effect of the present state of the laws of the
State of New York, the United States of America and the facts as they presently
exist. We assume no obligation to revise or supplement this opinion in the
event of future changes in such laws or the interpretations thereof or such
facts.
B. Our opinions are subject to (i) the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement or similar laws affecting
any rights and remedies of
Stater Bros. Holdings Inc.
September 13, 1999
Page 3
creditors generally (including, without limitation, the effect of statutory or
other laws regarding fraudulent transfers or preferential transfers) and (ii)
general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other equitable
remedies regardless of whether enforceability is considered in a proceeding in
equity or at law.
C. Our opinions are subject to (i) the effectiveness of any waiver
(whether or not stated as such) under the Documents of, or any consent
thereunder relating to, any unknown future rights or the rights of any party
thereto existing, or duties owing to it, as a matter of law; (ii) the
effectiveness of any waiver (whether or not stated as such) contained in the
Documents of rights of any party, or duties owing to it, that is broadly or
vaguely stated or does not describe the right or duty purportedly waived with
reasonable specificity; (iii) provisions relating to indemnification,
exculpation or contribution, to the extent such provisions may be held
unenforceable as contrary to public policy or federal or state securities laws
or due to the negligence or willful misconduct of the indemnified party; (iv)
any provisions of the Documents that may be construed as penalties or
forfeitures; or (v) the effectiveness of any covenants (other than covenants
relating to the payment of principal, interest, make whole premium, indemnities
and expenses) to the extent they are construed to be independent requirements as
distinguished from conditions to the declaration or occurrence of a default or
any event of default.
D. We express no opinion with respect to the legality, validity, binding
nature or enforceability of any provision of the Documents (i) to the effect
that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to any other right or remedy, that
the election of some particular remedy does not preclude recourse to one or more
others or that failure to exercise or delay in exercising rights or remedies
will not operate as a waiver of any such right or remedy or (ii) requiring
written amendments or waivers of such documents insofar as it suggests that oral
or other modifications, amendments or waivers could not be effectively agreed
upon by the parties or that the doctrine of promissory estoppel might not apply.
E. We have assumed that there are no agreements or understandings between
or among the parties to the Documents or third parties that would expand, modify
or otherwise affect the terms of the Documents or the respective rights or
obligations of the parties thereunder.
F. We express no opinion as to the applicability to, or the effect of
noncompliance by, the Trustee with any state or federal laws applicable to the
transactions contemplated by the Documents because of the nature of the business
of such party.
This opinion is rendered solely for your benefit and the benefit of those
persons participating in the Exchange Offer. We hereby consent to the filing of
this opinion as an exhibit
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September 13, 1999
Page 4
to the Registration Statement, and we further consent to the use of our name
under the caption "Legal Matters" in the Prospectus forming a part of said
Registration Statement. Except as stated above, without our prior written
consent, this may not be furnished or quoted to, or relied upon by, and other
person or entity or any purpose.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
AEB/LLC/RC/CL