Exhibit 5
[SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000]
December 2, 1999
Weight Watchers International, Inc.
175 Crossways Park West
Woodbury, New York 11797
Ladies and Gentlemen:
We have acted as counsel to Weight Watchers International, Inc., a Virginia
corporation (the "Company"), and to the entities listed on Schedule A hereto
(individually, a "Guarantor" and collectively, the "Guarantors"), in connection
with the Registration Statement on Form S-4 (the "Registration Statement") filed
by the Company and the Guarantors with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, relating to the
issuance by the Company of $150,000,000 aggregate principal amount and (euro)
100,000,000 aggregate principal amount of 13% Senior Subordinated Notes due 2009
(the "Exchange Securities") and the issuance by the Guarantors of guarantees
(the "Guarantees") with respect to the Exchange Securities. The Exchange
Securities and the Guarantees will be issued under indentures, as supplemented
(the "Indentures"), dated as of September 29, 1999, among the Company, the
Guarantors and Norwest Bank Minnesota, National Association, as Trustee. The
Exchange Securities will be offered by the Company in exchange for $150,000,000
aggregate principal amount and (euro) 100,000,000 aggregate principal amount of
its outstanding 13% Senior Subordinated Notes due 2009 (the "Securities").
We have examined the Registration Statement and the Indentures, which have
been filed with the Commission as exhibits to the Registration Statement. We
also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We also have
assumed that the Indentures are the valid and legally binding obligations of the
Trustee.
We have assumed further that (1) Weight Watchers UK Holdings Ltd, Weight
Watchers International Holdings Ltd, Weight Watchers (U.K.) Limited, Weight
Watchers (Exercise) Ltd., Weight Watchers (Accessories & Publications) Ltd,
Weight Watchers (Food Products) Limited, Weight Watchers New Zealand Limited,
Weight Watchers International Pty Limited, Fortuity Pty Ltd and Gutbusters Pty
Ltd (collectively, the "Foreign Guarantors") are each validly existing under the
laws of their respective jurisdictions of incorporation and each of the Foreign
Guarantors and the Company has duly authorized, executed and delivered the
Indentures in accordance with its respective organizational documents and the
laws of its respective jurisdiction of incorporation, (2) execution, delivery
and performance by the Company and the Foreign Guarantors of the Indentures, the
Exchange Securities and the Guarantees does not and will not violate the laws of
their respective jurisdictions of incorporation or any other applicable laws
(excepting the laws of the State of New York and the Federal laws of the United
States) and (3) execution, delivery and performance by each Foreign Guarantor of
the Indentures, the Exchange Securities and the Guarantees does not and will
not constitute a breach or violation of any agreement or instrument which is
binding upon the Company or any Foreign Guarantor.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indentures upon
the exchange, the Exchange Securities will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indentures upon
the exchange and (b) the Guarantees have been duly issued, the Guarantees will
constitute valid and legally binding obligations of the Guarantors enforceable
against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of (1) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (2) general equitable
principles (whether considered in a proceeding in equity or at law), (3) an
implied covenant of good faith and fair dealing and (4) the effects of the
possible judicial application of foreign laws or foreign governmental or
judicial action affecting creditors' rights.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York, the Federal law of the United States and the Delaware General Corporation
Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
December 2, 1999
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
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SIMPSON THACHER & BARTLETT
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SCHEDULE A
Guarantors
58 WW Food Corp.
Waist Watchers, Inc.
Weight Watchers Camps, Inc.
W.W. Camps and Spas, Inc.
Weight Watchers Direct, Inc.
W/W Twentyfirst Corporation
W.W. Weight Reduction Services, Inc.
W.W.I. European Services, Ltd.
W.W. Inventory Service Corp.
Weight Watchers North America, Inc.
Weight Watchers UK Holdings Ltd
Weight Watchers International Holdings Ltd
Weight Watchers (U.K.) Limited
Weight Watchers (Exercise) Ltd.
Weight Watchers (Accessories & Publications) Ltd
Weight Watchers (Food Products) Limited
Weight Watchers New Zealand Limited
Weight Watchers International Pty Limited
Fortuity Pty Ltd
Gutbusters Pty Ltd
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