Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, New York 10019
November 12, 2002
Buffets, Inc.
1460 Buffet Way
Eagan, MN 55121
Registration Statement on Form S-4
(Registration No. 333-98301)
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on Form
S-4 (the "Registration Statement") filed by Buffets, Inc., a Minnesota
corporation (the "Company"), and certain subsidiaries of the Company named
therein as guarantors (collectively, the "Guarantors") with the Securities and
Exchange Commission (the "Commission") on August 16, 2002, under the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations under the
Act, we have been requested to render our opinion as to the legality of the
securities being registered under the Registration Statement. The Registration
Statement relates to the registration under the Act of the Company's
$230,000,000 aggregate principal amount of 11-1/4% Senior Subordinated Notes due
2010 (the "Exchange Notes") and the guarantees of the Exchange Notes by the
Guarantors (the "Guarantees"). Capitalized terms used and not otherwise defined
in this opinion have the respective meanings given them in the Registration
Statement, as amended.
The Exchange Notes are to be offered in exchange for the Company's
outstanding $230,000,000 aggregate principal amount of 11-1/4% Senior
Subordinated Notes due 2010 (the "Initial Notes") issued and sold by the Company
on June 28, 2002 in an offering exempt from registration under the Act. The
Exchange Notes will be issued by the Company in accordance with the terms of the
Indenture (the "Indenture"), dated as of June 28, 2002, among the Company, the
Guarantors and U.S. Bank National Association, as trustee.
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
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(i) the Registration Statement (including its exhibits);
(ii) the Indenture, including as an exhibit thereto the form of
Exchange Note, included as Exhibit 4.1 to the Registration Statement; and
(iii) the Registration Rights Agreement included as Exhibit 4.3 to the
Registration Statement.
In addition, we have examined (i) those corporate records of HomeTown
Buffet, Inc., a Delaware corporation (the "Delaware Guarantor"), that we have
considered appropriate, including the certificate of incorporation, as amended,
and by-laws, as amended, of the Delaware Guarantor certified by the Delaware
Guarantor as in effect on the date of this letter (collectively, the "Charter
Documents") and resolutions of the board of directors of the Delaware Guarantor
relating to the issuance of the Guarantee on the Exchange Notes, certified by
officers of the Delaware Guarantor; and (ii) those other certificates,
agreements and documents as we deemed relevant and necessary as a basis for the
opinion expressed below.
In our examination of the Documents and in rendering the opinion set
forth below, we have assumed, without independent investigation, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as certified, photostatic, reproduced or conformed copies of validly
existing agreements or other documents, the authenticity of all the latter
documents and the legal capacity of all individuals who have executed any of the
documents which we examined. We have also assumed, without independent
investigation, (i) that the Exchange Notes will be issued as described in the
Registration Statement and (ii) that the Exchange Notes will be in substantially
the form attached to the Indenture and that any information omitted from such
form will be properly added. We have relied upon the factual matters contained
in the representations and warranties of the Company and the Guarantors made in
the Documents and upon certificates of public officials and the officers of the
Company and the Guarantors. With regards to certain matters of state law, we
have relied, with the Company's permission, upon the opinion of Faegre & Benson
LLP, filed as Exhibit 5.2 to the Registration Statement.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth in this letter, we are of the opinion that when duly
issued,
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authenticated and delivered as set for the in the Registration Statement and in
accordance with the terms of the Indenture, the Exchange Notes will be legal,
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms and the Guarantees will be legal, valid and binding
obligations of each of the Guarantors enforceable against each of the Guarantors
in accordance with their terms, except in each case as enforceability may be
limited by (a) bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
The opinion expressed above is limited to the laws of the State of New
York and the General Corporation Law of the State of Delaware. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders
under those laws, that are currently in effect.
We consent to the use of our name in the Registration Statement and in
the prospectus in the Registration Statement as it appears in the caption "Legal
Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required by the Act or by the rules and
regulations under the Act.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON