Exhibit 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Directly:
(212) 446-4800
June 3, 2003
Town Sports International, Inc.
888 Seventh Avenue
New York, NY 10106
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
legal counsel to Town Sports International, Inc., a New York corporation (the
"Issuer") and each of the guarantors listed on Exhibit A hereto (collectively,
the "Guarantors" and together with the Issuer, the "Registrants"), in connection
with the proposed registration by the Issuer of $255,000,000 in aggregate
principal amount of the Issuer's 9 5/8% Senior Exchange Notes due 2011 (the
"Exchange Notes") pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement." The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the
Guarantees are to be issued pursuant to the Indenture (as amended and
supplemented from time to time, the "Indenture"), dated as of April 16, 2003 by
and among the Issuer, the Guarantors and The Bank of New York, as trustee. The
Exchange Notes and the Guarantees are to be issued in exchange for and in
replacement of the Issuer's 9 5/8% Senior Notes due 2011 (the "Old Notes"), of
which $255,000,000 in aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Articles of Incorporation and Bylaws
(or LLC equivalent) of the Issuer and each of the Guarantors (other than those
Guarantors which are organized in Massachusetts), (ii) minutes and records of
the corporate proceedings of the Issuer and the Guarantors (other than those
Guarantors which are organized in Massachusetts) with respect to the issuance of
the Exchange Notes and the Guarantees, (iii) the Indenture and (iv) the
Registration Statement.
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants, and the due authorization, execution
and delivery of all
June 3, 2003
Page 2
documents by the parties thereto other than the Registrants. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Registrants and others.
Our opinion expressed below is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or
effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principals of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are
of the opinion that:
(i) Town Sports International, Inc. is a corporation validly
existing under the laws of the State of New York and each Guarantor (other than
those Guarantors which are organized in Massachusetts) is a corporation or
limited liability company validly existing under the laws of its jurisdiction of
incorporation set forth opposite its name on Exhibit A attached hereto.
(ii) Each of the Registrants (other than those Registrants
which are organized in Massachusetts) has the requisite corporate or limited
liability (as applicable) power and authority to execute and deliver the
Indenture and to perform its obligations thereunder.
(iii) The execution and delivery of the Indenture by each of
the Registrants (other than those Registrants which are organized in
Massachusetts) and the performance of its obligations thereunder, has been duly
authorized by each such Registrant, and does not conflict with the articles of
incorporation, bylaws (or LLC equivalent) or any applicable provision of New
York or Delaware law or require any consent of any New York or Delaware
governmental authority.
(iv) When (a) the Registration Statement becomes effective,
(b) the Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended, and (c) the Exchange Notes have been duly executed and authenticated
in accordance with the provisions of the Indenture and duly delivered to the
holders thereof in exchange for the Old Notes, the Exchange Notes and the
Guarantees will be validly issued and binding obligations of the Issuer and the
Guarantors, respectively.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement. We also consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of the rules and
regulations of the Commission.
June 3, 2003
Page 3
Our advice on every legal issue addressed in this letter is
based on exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We assume no obligation to revise or supplement this opinion should the
present laws of the State of New York or Delaware or the federal law of the
United States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purposes.
Yours very truly,
/s/ Kirkland & Ellis
--------------------------
KIRKLAND & ELLIS
Exhibit A
Name Jurisdiction of Organization
---- ----------------------------
TSI Alexandria, LLC Delaware
TSI Allston, Inc. Delaware
TSI Andover, Inc. Massachusetts
TSI Ardmore, LLC Delaware
TSI Arthro-Fitness Services, Inc. New York
TSI Battery Park, Inc. New York
TSI Bethesda, LLC Delaware
TSI Broadway, Inc. New York
TSI 217 Broadway, Inc. New York
TSI Brooklyn Belt, Inc. New York
TSI Brunswick, Inc. Delaware
TSI Bryn Mawr, LLC Delaware
TSI Bulfinch, Inc. Delaware
TSI Cash Management, Inc. New York
TSI Central Square, Inc. Delaware
TSI Centreville, LLC Delaware
TSI Cherry Hill, LLC Delaware
TSI Chevy Chase, Inc. Delaware
TSI Clarendon, LLC Delaware
TSI Cobble Hill, Inc. New York
TSI Colonia, LLC Delaware
TSI Commack, Inc. New York
TSI Connecticut Avenue, Inc. Delaware
TSI Copley, Inc. Delaware
TSI Court Street, Inc. New York
TSI Croton, Inc. New York
TSI Danbury, Inc. Delaware
TSI Danvers, Inc. Massachusetts
TSI Downtown Crossing, Inc. Delaware
TSI Dupont Circle, Inc. Delaware
TSI Dupont II, Inc. Delaware
TSI East Cambridge, Inc. Delaware
TSI East Meadow, Inc. New York
TSI East 23, Inc. New York
TSI East 31, Inc. New York
Name Jurisdiction of Organization
---- ----------------------------
TSI East 34, Inc. New York
TSI East 36, Inc. New York
TSI East 41, Inc. New York
TSI East 51, Inc. New York
TSI East 59, Inc. New York
TSI East 76, Inc. New York
TSI East 86, LLC New York
TSI East 91, Inc. New York
TSI F Street, Inc. Delaware
TSI Fairfax, LLC Delaware
TSI Fenway, Inc. Delaware
TSI Fifth Avenue, Inc. New York
TSI First Avenue, Inc. New York
TSI Forest Hills, Inc. New York
TSI Fort Lee, LLC Delaware
TSI Framingham, Inc. Massachusetts
TSI Franklin (MA), Inc. Massachusetts
TSI Franklin Park, LLC Delaware
TSI Freehold, LLC Delaware
TSI Gallery Place, Inc. Delaware
TSI Garden City, Inc. New York
TSI Germantown, LLC Delaware
TSI Glover, Inc. Delaware
TSI Grand Central, Inc. New York
TSI Great Neck, Inc. New York
TSI Greenwich, Inc. Delaware
TSI Herald, Inc. New York
TSI Highpoint, LLC Delaware
TSI Hoboken, LLC Delaware
TSI Holdings (CIP), Inc. Delaware
TSI Holdings (DC), Inc. Delaware
TSI Holdings (IP), LLC Delaware
TSI Holdings (MA), Inc. Massachusetts
TSI Holdings (MD), Inc. Delaware
TSI Holdings (NJ), Inc. Delaware
TSI Holdings (PA), Inc. Delaware
TSI Holdings (VA), Inc. Delaware
Name Jurisdiction of Organization
---- ----------------------------
TSI Huntington, Inc. New York
TSI Insurance, Inc. New York
TSI International, Inc. Delaware
TSI Irving Place, Inc. New York
TSI Jersey City, LLC Delaware
TSI Larchmont, Inc. New York
TSI Lexington (MA), Inc. Massachusetts
TSI Lincoln, Inc. New York
TSI Long Beach, Inc. New York
TSI Lynnfield, Inc. Massachusetts
TSI M Street, Inc. Delaware
TSI Madison, Inc. New York
TSI Mahwah, LLC Delaware
TSI Mamaroneck, Inc. New York
TSI Market Street, LLC Delaware
TSI Marlboro, LLC Delaware
TSI Matawan, LLC Delaware
TSI Merrifield, Inc. Delaware
TSI Montclair, LLC Delaware
TSI Murray Hill, Inc. New York
TSI Nanuet, Inc. New York
TSI Nashua, LLC Delaware
TSI Natick, Inc. Delaware
TSI Newark, LLC Delaware
TSI Newbury Street, Inc. Delaware
TSI North Bethesda, LLC Delaware
TSI Norwalk, Inc. Delaware
TSI Oceanside, Inc. New York
TSI Old Bridge, LLC Delaware
TSI Parsippany, LLC Delaware
TSI Plainsboro, LLC Delaware
TSI Princeton, LLC Delaware
TSI Ramsey, LLC Delaware
TSI Reade Street, Inc. New York
TSI Ridgewood, LLC Delaware
TSI Rittenhouse, LLC Delaware
TSI Rodin Place, LLC Delaware
Name Jurisdiction of Organization
---- ----------------------------
TSI Rye, Inc. New York
TSI Scarsdale, Inc. New York
TSI Seaport, Inc. New York
TSI Sheridan, Inc. New York
TSI Silver Spring, LLC Delaware
TSI Society Hill, LLC Delaware
TSI Soho, Inc. New York
TSI Somerset, LLC Delaware
TSI South Park Slope, Inc. New York
TSI Springfield, LLC Delaware
TSI Stamford Downtown, Inc. Delaware
TSI Stamford Post, Inc. Delaware
TSI Stamford Rinks, Inc. Delaware
TSI Staten Island, Inc. New York
TSI Sterling, LLC Delaware
TSI Supplements, Inc. Delaware
TSI Syosset, Inc. New York
TSI Wall Street, Inc. New York
TSI Waltham, LLC Delaware
TSI Washington, Inc. Delaware
TSI Water Street, Inc. New York
TSI Wellesley, Inc. Massachusetts
TSI West Caldwell, LLC Delaware
TSI West Newton, Inc. Delaware
TSI West Nyack, Inc. New York
TSI West Springfield, LLC Delaware
TSI West 14, Inc. New York
TSI West 16, Inc. New York
TSI West 23, Inc. New York
TSI West 38, Inc. New York
TSI West 41, Inc. New York
TSI West 44, Inc. New York
TSI West 48, Inc. New York
TSI West 52, Inc. New York
TSI West 73, Inc. New York
TSI West 76, Inc. New York
TSI West 80, Inc. New York
Name Jurisdiction of Organization
---- ----------------------------
TSI West 94, Inc. New York
TSI West 125, Inc. New York
TSI Westport, Inc. Delaware
TSI Westwood, LLC Delaware
TSI Weymouth, Inc. Delaware
TSI White Plains, Inc. New York
TSI Whitestone, Inc. New York
TSI Woodmere, Inc. New York