EXHIBIT 5.2
[Letterhead of Mrs. Fields' Original Cookies, Inc.]
May 16, 2000
Pretzelmaker, Inc.
Pretzel Time, 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:
I am general counsel of Pretzelmaker, Inc., a Utah corporation
(together with its predecessor corporations, "Pretzelmaker"), and Pretzel Time,
Inc., a Utah corporation (togetherwith its predecessor corporations, "Pretzel
Time"). I am rendering this opinion in connection with the public offering of
$53,725,000 aggregate principal amount of 10 1/8% Series B Senior Notes due 2004
(the "New Senior Notes"), of Mrs. Fields' Original Cookies, Inc., a Delaware
corporation (the "Company"), 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"), Pretzelmaker, and Pretzel Time. 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 an Indenture dated as of November 26, 1997,
among the Company, MFB 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
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 2
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, I 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 19, 2000, and Amendment No. 6 thereto, filed on the date
hereof (such Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement"), (ii) an executed copy of the Registration
Rights Agreement, dated August 24, 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 Articles of Incorporation of Pretzelmaker, as amended to date, (v) the By-
Laws of Pretzelmaker, as amended to date, (vi) certain resolutions by the Board
of Directors of Pretzelmaker (dated as of November 20, 1998 and February 15,
2000) relating to, among other things, the issuance of the Guarantee by
Pretzelmaker, (vii) the Articles of Incorporation of Pretzel Time, as amended
to date, (viii) the By-
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 3
laws of Pretzel Time, as amended to date, (ix) certain resolutions of Pretzel
Time, (dated as of December 30, 1998 and February 15, 2000), (x) the Form T-1 of
the Trustee filed as an exhibit to the Registration Statement, and (xi) the form
of the New Senior Notes (including the form of the Notations of Guarantee)
included as exhibits to the Indenture. I have also examined originals or copies,
certified or otherwise identified to my satisfac tion, of such records of
Pretzelmaker and Pretzel Time and such agreements, certificates of public
officials, certificates of officers or other representatives of Pretzelmaker,
Pretzel Time and others, and such other documents, certificates and records as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed or to be executed by parties other than Pretzelmaker or
Pretzel Time, I 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, I have relied upon oral or written statements and representations of
officers, trustees and other representatives of Pretzelmaker, Pretzel Time and
others.
My opinion set forth herein is limited to the laws of the States of
Utah and 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"). As to matters under New York law, I have relied
on an opinion addressed to me from Skadden, Arps, Slate, Meagher & Flom LLP, a
copy of which is attached to this opinion.
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 4
Based upon and subject to the foregoing and limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that:
1. The choice of New York law in the Indenture is legal and valid
under the law of Utah, and insofar as any obligation under the Guarantees of
Pretzelmaker or Pretzel Time is to be performed outside the State of New York,
its performance will not be illegal or ineffective by virtue of the laws of
Utah.
2. 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
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 5
Pretzelmaker and Pretzel Time, respectively, 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 Guarantees of Pretzelmaker
and Pretzel Time, respectively, will constitute valid and binding obligations of
Pretzelmaker and Pretzel Time, respectively, entitled to the benefits of the
Indenture, enforceable against Pretzelmaker and Pretzel Time, respectively, in
accordance with its terms, in each case, except to the extent that enforcement
thereof may be limited by (1) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (2) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
In rendering the foregoing, I have assumed that the execution and
delivery by Pretzelmaker and Pretzel Time of their Guarantees and the
performance by Pretzelmaker and Pretzel Time of their obligations thereunder do
not and will not violate or constitute a default under (i) any agreement or
instrument to which Pretzelmaker or Pretzel Time or any of their respective
properties are subject (except that I do not make the assumptions set forth in
this clause (i) with respect to the Articles of Incorporation or By-Laws of
Pretzelmaker or the Articles of Incorporation or By-laws of Pretzel Time or to
the agreements filed as exhibits to the Registration Statement).
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to me
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am 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/ Michael Ward
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 16, 2000
Michael Ward, Esq.
General Counsel
Pretzelmaker, Inc.
Pretzel Time, 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
---------------------------------------------------
Dear Mr. Ward:
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"), 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 Pretzelmaker, the "Covered
Guarantors" and, together with Pretzelmaker, MFB and Great American, 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 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
Michael Ward, Esq.
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 2
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 to you in support of an opinion being
delivered by you (the "Covered Opinion") in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act"), as to the validity of the Guarantees being provided by the Covered
Guarantors.
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 Securities 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 Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"), (ii) an
executed copy of the Registration Rights Agreement, dated August 24, 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 Covered
Michael Ward, Esq.
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 3
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
Directors of Pretzelmaker (dated November 20, 1998 and February 15, 2000)
relating to, among other things, the issuance of the Guarantee by Pretzelmaker,
(vii) certain resolutions of the Board of Directors of Pretzel Time (dated
December 30, 1998 and February 15, 2000) relating to, among other things, the
issuance of the Guarantee by Pretzel Time, (viii) the Form T-1 of the Trustee
filed as an exhibit to the Registration Statement, and (xii) 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.
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, MFB and Great American, 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. In the case of
Pretzel Time and Pretzelmaker, the foregoing assumption as to due execution and
delivery is that due execution and delivery by them has occurred under Utah law.
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
Michael Ward, Esq.
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 4
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 Utah law or the law of any other
jurisdiction other than Opined on Law or as to the effect of any such non-opined
law on the opinions herein stated.
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 Covered 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, each of the Guarantees of the
Covered Guarantors will constitute a valid and binding obligation of the Covered
respective 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).
Michael Ward, Esq.
Pretzelmaker, Inc.
Pretzel Time, Inc.
May 16, 2000
Page 5
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, MFB and Great
American or to the agreements filed as exhibits to the Registration Statement).
We hereby consent to your reliance on this opinion for purposes of
your delivery of the Covered Opinion and to the filing of this opinion with the
Commission as an exhibit to the Registration Statement as an attachment to the
Covered Opinion. 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, Meagher & Flom LLP