EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 16, 2000
Mrs. Fields' Original Cookies, Inc.
The Mrs. Fields' Brand, Inc.
Great American Cookie Company, Inc.
2855 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121
Re: Exchange Offer Offering $53,725,000 Aggregate
Principal Amount of 10 1/8% Series B
Senior Notes due 2004
Mrs. Fields' Original Cookies, Inc.
Registration Statement on Form S-4
---------------------------------------------------------
Ladies and Gentlemen:
We have acted as special New York and Delaware counsel to Mrs. Fields'
Original Cookies, Inc., a Delaware corporation (the "Company"), in connection
with the public offering of $53,725,000 aggregate principal amount of the
Company's 10 1/8% Series B Senior Notes due 2004 (the "New Senior Notes"), which
are to be guaranteed pursuant to guarantees (the "Guarantees") by The Mrs.
Fields' Brand, Inc., a Delaware corporation ("MFB"), Great American Cookie
Company, Inc., a Delaware corporation ("Great American" and, together with MFB,
the "Covered Guarantors"), Pretzelmaker, Inc., a Utah corporation (together with
its predecessor corporations, "Pretzelmaker"), and Pretzel Time, Inc., a Utah
corporation (together with its predecessor corporations, "Pretzel Time" and,
together with MFB, Great American and Pretzelmaker, the "Guarantors"). The New
Senior Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the issued and outstanding 10
1/8% Series A Senior Notes due 2004 of the Company and 10 1/8% Series C Senior
Notes due 2004 of the Company (such Series A and Series C Senior Notes,
together, the "Old Senior Notes"), and are to be governed by the Indenture,
dated as of November 26, 1997, among the Company, MFB
Mrs. Fields' Original Cookies, Inc.
The Mrs.Fields' Brand, Inc.
Great American Cookie Company, Inc.
May 16, 2000
Page 2
and The Bank of New York, as trustee (the "Trustee"), as amended by the First
Supplemental Indenture, dated as of August 24, 1998, among the Company, MFB and
the Trustee, the Second Supplemental Indenture, dated as of August 24, 1998,
among the Company, MFB, Great American and the Trustee, the Third Supplemental
Indenture, dated as of November 20, 1998, among the Company, MFB, Great
American, Pretzelmaker and the Trustee, the Fourth Supplemental Indenture, dated
as of December 30, 1998, among the Company, MFB, Great American, Pretzelmaker,
Pretzel Time and the Trustee, and the Fifth Supplemental Indenture, dated as of
May 12, 2000, among the Company, MFB, Great American, Pretzelmaker, Pretzel Time
and the Trustee (as so amended, the "Indenture").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-67389) relating to the Exchange Offer as
filed with the Securi ties and Exchange Commission (the "Commission") on
November 17, 1998 under the Act, Amendment No. 1 thereto, filed with the
Commission on February 5, 1999, Amendment No. 2 thereto, filed with the
Commission on September 8, 1999, Amendment No. 3 thereto, filed with the
Commission on November 4, 1999, Amendment No. 4 thereto, filed with the
Commission on February 11, 2000, Amendment No. 5 thereto, filed with the
Commission on April 20, 2000, and Amendment No. 6 thereto, filed with the
Commission on the date hereof (such Registra tion Statement, as so amended,
being hereinafter referred to as the "Registration State ment"), (ii) an
executed copy of the Registration Rights Agreement, dated August 24,
Mrs. Fields' Original Cookies, Inc.
The Mrs.Fields' Brand, Inc.
Great American Cookie Company, Inc.
May 16, 2000
Page 3
1998 (the "Registration Rights Agreement"), by and among the Company, MFB and
Great American and Jefferies & Companies, Inc. and BT Alex. Brown Incorporated,
(iii) an executed copy of the Indenture, (iv) the Certificates of Incorporation
of the Company and the Covered Guarantors, as amended to date, (v) the By-Laws
of the Company and the Covered Guarantors, as amended to date, (vi) certain
resolutions adopted by the Board of Direc tors of the Company (dated October 30,
1997, August 20, 1998, November 20, 1998, December 30, 1998 and February 15,
2000), relating to, among other things, the Exchange Offer, the issuance of the
Old Senior Notes and the New Senior Notes, the Indenture and related matters,
(vii) certain resolutions adopted by the Board of Directors of MFB (dated
November 26, 1997 and August 20, 1998) relating to, among other things, the
issuance of the Guarantee by MFB, (viii) certain resolutions adopted by the
Board of Directors of Great American (dated August 24, 1998) relating to, among
other things, the issuance of the Guarantee by Great American, (ix) the Form T-1
of the Trustee filed as an exhibit to the Registration Statement, and (x) the
form of the New Senior Notes (including the form of the Notations of Guarantee)
included as exhibits to the Indenture. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and the Covered Guarantors and such agreements, certificates of
public officials, certificates of officers or other representatives of the
Company, the Covered Guarantors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
Mrs. Fields' Original Cookies, Inc.
The Mrs.Fields' Brand, Inc.
Great American Cookie Company, Inc.
May 16, 2000
Page 4
In 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, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company and the Covered Guarantors, we have assumed that such parties had or
will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon oral or written
statements and representations of officers, trustees and other representatives
of the Company, the Covered Guarantors and others.
Our opinion set forth herein is limited to the corporate law of the
State of Delaware and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Exchange Offer and,
to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or
registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined law on the
opinions herein stated.
Mrs. Fields' Original Cookies, Inc.
The Mrs.Fields' Brand, Inc.
Great American Cookie Company, Inc.
May 16, 2000
Page 5
Based upon and subject to the foregoing and limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective and the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and (ii) the New Senior Notes have been duly
executed by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture and have been delivered, together with the Notations
of Guarantee of the Guarantors, upon consummation of the Exchange Offer against
receipt of Old Senior Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, the New Senior Notes will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, each of the
Guarantees by a Covered Guarantor will constitute a valid and binding obligation
of the respective Covered Guarantor, entitled to the benefits of the Indenture,
enforceable against such Covered Guarantor in accordance with its terms, in each
case, except to the extent that enforcement thereof may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
In rendering the foregoing, we have assumed that the execution and
delivery by the Company and the Guarantors of the New Senior Notes, the
Guarantees and the Indenture and the performance by the Company and the
Guarantors of their respective obligations thereunder do not and will not
violate or constitute a default under any agreement or instrument to which the
Company, the Guarantors or any of their properties is subject (except that we do
not make the assumptions set forth in this clause with respect to the
Certificates of Incorporation or By-Laws of each of the Company,
Mrs. Fields' Original Cookies, Inc.
The Mrs.Fields' Brand, Inc.
Great American Cookie Company, Inc.
May 16, 2000
Page 6
and the Covered Guarantors or to the agreements filed as exhibits to the
Registration Statement).
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meager & Flom LLP