Exhibit 5.2
FAEGRE & BENSON LLP
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2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE 612.766.7000
FACSIMILE 612.766.1600
www.faegre.com
November 12, 2002
Buffets, Inc.
1460 Buffet Way
Eagan, MN 55121
Re: REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NO. 333-98301
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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 with respect to 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.
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"):
(i) the Registration Statement (including its exhibits);
MINNESOTA COLORADO IOWA LONDON FRANKFURT SHANGHAI
November 12, 2002
Page 2
(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.
We have also examined the articles of incorporation, bylaws and corporate
records of the Company and the Guarantors listed on Schedule 1 hereto (the
"Minnesota Guarantors") and such other agreements, instruments and documents,
and such matters of law and fact as we have deemed necessary or appropriate to
enable us to render the opinions expressed below. In establishing certain facts
material to our opinions (including whether each Minnesota Guarantor constitutes
a "related organization" of the Company for purposes of Section 302A.501 of the
Minnesota Statutes), we have relied, in each case without independent
verification thereof, upon certificates and assurances of public officials,
representations and warranties in the Documents, the assumptions set forth
elsewhere herein and certificates of officers of the Company and Minnesota
Guarantors reasonably believed by us to be appropriate sources of information,
as to the accuracy of factual matters.
Based upon the foregoing and subject to the assumptions, exceptions and
qualifications stated herein, we are of the opinion that:
1. The Indenture has been duly authorized, executed and delivered by the
Company and each Minnesota Guarantor.
2. The Exchange Notes have been duly authorized by the Company.
3. Each Minnesota Guarantor has duly authorized its Guarantee of the
Exchange Notes.
The opinions expressed herein are subject to the following qualifications,
assumptions and limitations:
(a) In connection with rendering the opinions set forth herein, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies thereof, and the authenticity of the originals of such latter documents.
(b) The Exchange Notes will be issued as described in the Registration
Statement.
(c) The Exchange Notes will be substantially in the form attached to the
Indenture and that any information omitted from such form will be properly
added.
(d) This opinion is limited to the laws of the State of Minnesota.
November 12, 2002
Page 3
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. We consent to the reliance on this opinion by Paul,
Weiss, Rifkind, Wharton & Garrison for purposes of their opinion to you dated
the date hereof and filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
SCHEDULE 1
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OCB Purchasing Co.
OCB Restaurant Co.
Restaurant Innovations, Inc