Exhibit 5.2
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 TSI Andover, Inc., TSI Danvers, Inc., TSI Framingham, Inc., TSI
Franklin (MA), Inc., TSI Holdings (MA), Inc., TSI Lexington (MA), Inc., TSI
Lynnfield, Inc. and TSI Wellesley, Inc. (the "Guarantors"), in connection with
the Guarantors' proposed guarantees, along with the other guarantors under the
Indenture (as defined below), of $255,000,000 in aggregate principal amount of
95/8% Senior Exchange Notes due 2011 (the "Exchange Notes"). The Exchange Notes
are to be issued by Town Sports International, Inc., a New York corporation (the
"Issuer"), 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") along with the other guarantors
under the Indenture. 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, the other guarantors under the Indenture and The Bank of New York.
In that connection, we have examined (i) a copy of the
Certificate of Secretary of Guarantors with respect to the issuance of the
Indenture, a copy of which is attached hereto and made a part hereof as Exhibit
A (the "Certificate"), (ii) copies of the Articles of Incorporation and Bylaws
of each of the Guarantors that are attached to the Certificate as Annex A and
Annex B (collectively, the "Corporate Documents"); (iii) a copy of the Indenture
dated as of April 16, 2003 and (iv) a draft of the Registration Statement dated
May 9, 2003.
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 Guarantors, and the due authorization, execution
and delivery of all
June 3, 2003
Page 2
documents by the parties thereto other than the Guarantors. As to any facts
material to the opinions expressed herein, we have not independently established
or verified such facts and we have relied upon statements and representations of
officers and other representatives of the Guarantors and others and no inference
as to our knowledge concerning such facts should be drawn by such reliance.
You should be advised that we have not represented the Issuer
or any of the Guarantors on any corporate matters prior to the date of this
opinion and we are not familiar with the business affairs of the Issuer or the
Guarantors. We have not conducted an independent audit of the Issuer, the
Guarantors or their records. We have reviewed no other documents in connection
with the preparation of this opinion letter other than the Certificates of Good
Standing for the Guarantors issued by the Massachusetts Secretary of State,
copies of which are attached hereto and made a part hereof as Exhibit B1 - B8
(collectively, the "Good Standing Certificates") and certain shareholder and
director resolutions. We have not undertaken any review, search or investigation
of any public files, records, or dockets. We have made no independent review or
investigation of any indentures (other than the Indenture), agreement or
instrument to which any of the Guarantors is a party. Moreover, we have made no
independent review or investigation as to the existence of any order of any
court or other governmental agency or any litigation, administrative proceeding
or arbitration, whether pending or threatened, that would involve or relate to
any of the Guarantors or their operations.
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), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, and (iv) any law other than the laws of the Commonwealth of
Massachusetts and the Massachusetts case law decided thereunder.
The opinions set forth below are qualified as stated therein
and are further qualified by the following assumptions:
(a) that the Registration Statement and Indenture comply in
all respects with federal and state securities laws;
(b) that the Guarantors have complied in all respects with
all applicable securities and tax laws and that the
Guarantors are in good standing with the with the
Massachusetts Department of Revenue;
(c) that all proper meeting notices were given to the
directors of the Guarantors and that a quorum was
present at the relevant meetings;
(d) that the Guarantors were not bound by any indenture
(other than the Indenture), agreement or instrument that
would affect the execution of the Indenture or
performance thereunder;
June 3, 2003
Page 3
(e) that there is no court or governmental agency order, or
any litigation, administrative proceeding or arbitration
involving or relating to any of the Guarantors that would
affect the execution of the Indenture or performance
thereunder; and
(f) that the Corporate Documents supplied to us are accurate
and are the complete corporate records of the Guarantors
currently in effect and that there are no amendments
thereto.
Furthermore, we express no opinion about the contents or substance of the
Guarantees, the Exchange Notes, the Indenture or the Registration Statement.
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) Based solely on the Good Standing Certificates, each of the
Guarantors is a corporation validly existing under the laws of the Commonwealth
of Massachusetts.
(ii) Based solely on our review of the Corporate Documents,
each of the Guarantors has the requisite corporate power and authority to
execute and deliver the Indenture and to perform its obligations thereunder.
(iii) Based solely on our review of the Certificate, the
execution and delivery of the Indenture by each of the Guarantors and the
performance of its obligations thereunder, has been duly authorized by each such
Guarantor and does not conflict with the Corporate Documents or any applicable
provision of Massachusetts law or require any consent of any Massachusetts
governmental authority.
We hereby consent to the filing of this opinion as Exhibit 5.2
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.
Our advice on each legal issue addressed in this letter
represents our opinion as to how that issue would be resolved by the Supreme
Judicial Court of Massachusetts, the highest court of the Commonwealth of
Massachusetts. The manner in which any particular issue would be treated in any
actual court case would depend in part on facts and circumstances particular to
the case, and this letter is not intended to guarantee the outcome of any legal
dispute that may arise in the future.
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 Commonwealth of Massachusetts be changed by legislative
action, judicial decision or otherwise.
June 3, 2003
Page 4
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, without our prior written consent,
which consent may be withheld in our sole and absolute discretion, except that
Kirkland & Ellis may rely upon this opinion to the same extent as if it were an
addressee hereof.
Yours very truly,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Andrew Stern
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Andrew R. Stern, Shareholder
By: /s/ Paul Broude
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Paul D. Broude, Shareholder