Exhibit 5.2
March 19, 1999
Domino's Pizza, Inc.
Metro Detroit Pizza, Inc.
Domino's Franchise Holding Co.
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special Michigan counsel to Domino's Pizza, Inc., Metro
Detroit Pizza, Inc. and Domino's Franchise Holding Co., each a Michigan
corporation (collectively, the "Subsidiary Guarantors"), in connection with (i)
the proposed issuance by Domino's, Inc., a Delaware corporation (the "Company")
of up to $275,000,000 aggregate principal amount of its new 10 3/8% Series B
Senior Subordinated Notes due 2009 (the "Exchange Notes") registered under the
Securities Act of 1933, as amended (the "Securities Act"), in exchange for a
like principal amount of the Company's outstanding 10 3/8% Senior Subordinated
Notes due 2009 (the "Original Notes"), which have not been so registered (the
"Exchange Offer") and (ii) the guarantee of the Exchange Notes by each of the
Guarantors (as defined below) (the "Guarantees").
The terms of the Guarantees are contained in the Indenture, dated as of
December 21, 1998 (the "Indenture") among the Company and Domino's Pizza
International, Inc., Domino's Pizza International Payroll Services, Inc.,
Domino's Pizza - Government Services Division, Inc. and the Subsidiary
Guarantors (collectively, the "Guarantors") and IBJ Whitehall Bank & Trust
Company (formerly IBJ Schroder Bank & Trust Company), as indenture trustee. The
Guarantees will be issued pursuant to the Indenture.
We have examined and relied upon the information set forth in the
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company and the Guarantors with the Securities and Exchange Commission relating
to the Exchange Offer and the Guarantees and such other documents and records as
we have deemed necessary. In
Domino's Pizza, Inc. -2- March 19, 1999
Metro Detroit Pizza, Inc.
Domino's Franchise Holding Co.
addition, as to questions of fact material to our opinions, we have relied upon
certificates of officers of the Subsidiary Guarantors and public officials.
In the course of our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Subsidiary
Guarantors, we have assumed that such parties had the corporate power to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite corporate action and the execution and delivery
by such parties of such documents and the validity and binding effect thereof on
such parties.
We express no opinion as to the laws of any jurisdiction other than those
of the State of Michigan and the federal laws of the United States of America.
We call your attention to the fact that each of the Indenture and the Guarantees
provides that it is to be governed by the internal laws of the State of New
York. For purposes of the opinion provided herein, we have assumed with your
permission that each of the Indenture and the Guarantees would be governed by
and construed in accordance with the domestic substantive laws of the State of
Michigan.
We express no opinion as to whether the Subsidiary Guarantors may guarantee
or otherwise become liable for indebtedness incurred by the Company, including,
without limitation, indebtedness evidenced by the Exchange Notes, except to the
extent the Subsidiary Guarantors may be determined to have received benefit from
the incurrence of such indebtedness by the Company, or as to whether such
benefit may be measured other than by the extent to which the proceeds of the
indebtedness incurred by the Company are directly or indirectly made available
to the Subsidiary Guarantors for their corporate purposes.
Based upon the foregoing, we are of the opinion that the Guarantees by the
Subsidiary Guarantors have been duly authorized by all requisite corporate
action of the Subsidiary Guarantors and, upon the due issuance of the Exchange
Notes in accordance with the terms of the Indenture and the Exchange Offer as
set forth in the Registration Statement, such Exchange Notes shall be entitled
to the benefits of the Guarantees by the Subsidiary Guarantors which will
constitute a valid and binding obligation of the Subsidiary Guarantors,
enforceable against the Subsidiary Guarantors in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally or by general equitable principles
regardless of whether considered in a proceeding in equity or at law.
Domino's Pizza, Inc. -3- March 19, 1999
Metro Detroit Pizza, Inc.
Domino's Franchise Holding Co.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" contained in the Prospectus included therein.
It is understood that this opinion is to be used only in connection with
the Guarantees while the Registration Statement is in effect.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
Honigman Miller Schwartz and Cohn