EXHIBIT 5.3
[Letterhead of Venable LLP]
November 5, 2003
Volume Services America Holdings, Inc.
201 East Broad Street
Spartanburg, South Carolina 29306
Re: Re: Service America Concessions Corporation
Ladies and Gentlemen:
We have acted as special Maryland counsel to Service America Concessions
Corporation, a Maryland corporation (the "Corporation") which is an indirect
wholly owned subsidiary of Volume Services America Holdings, Inc. (the
"Issuer"), in connection with a Registration Statement on Form S-1 (File No.
333-103169) filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") (such
Registration Statement, together with the amendments thereto filed through the
date hereof being referred to as the "Registration Statement") by the Issuer and
guarantors listed therein, including the Corporation (the other guarantors and
Corporation, together with the Issuer, the "Guarantors"). The Registration
Statement relates to the Issuance by the Issuer of Income Depository Securities
(IDSS) representing shares of Common Stock of the Issuer and subordinated notes
due 2013 ("Notes") and the guarantee of the Notes by the Guarantors (the
"Guarantees"), including a guarantee issued by the Corporation (the
"Corporation's Guarantee") with respect to the Notes. We understand the Notes
and the Guarantees will be issued under an indenture (the "Indenture"), in
substantially the same form as the draft of October 1, 2003 provided to us,
among the Issuer, the Guarantors and The Bank of New York, as Trustee. The
defined terms used herein shall have the meaning given in the Indenture unless
otherwise defined herein.
This opinion is being delivered at the request of the Issuer in order to
facilitate the issuance of certain legal opinions required in connection with
the Registration Statement by Simpson Thacher & Bartlett, counsel to the Issuer.
You are aware, and we hereby confirm, that we have not represented the Issuer or
the Corporation with respect to the IDSS, the Registration Statement, the Notes,
the Guarantees or otherwise, but that we have been retained for the limited
purpose of rendering the opinions set forth herein. We hereby confirm that you
acknowledge the foregoing and that you have consented to the rendering of the
opinions set forth herein by this firm in light thereof.
Volume Services America Holdings, Inc.
November 5, 2003
Page 2
As special Maryland counsel to the Corporation, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the following:
(i) Amendment No. 4 to the Registration Statement, as filed on Form S-1
with the Commission on August 26, 2003;
(ii) the form of Amendment and Restatement of the Charter to be filed
immediately prior to the issuance of the IDSS and the Amended and
Restated Bylaws of the Corporation, as currently in effect;\
(iii) copy of certain executed resolutions of the Board of Directors of
the Corporation relating to the issuance of the Common Stock, Notes,
the Indenture, the Guarantees and the other transactions
contemplated by the Registration Statement; and
(iv) a copy of the draft Indenture dated October 1, 2003 and the
Corporation's Guarantee included therein.
We also have examined and relied upon the following documents:
(a) a certificate of the Maryland State Department of Assessments and
Taxation, dated August 15, 2003, to the effect that the Corporation
is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact
business in the State of Maryland;
(b) a Secretary's certificate of the Corporation dated October 2, 2003,
certifying (v) the form of Amendment and Restatement of the Charter
of the Corporation, (w) the Bylaws of the Corporation, (x) certain
resolutions of the Board of Directors, and (y) the form of
Indenture; and
(c) such other documents, records, agreements and certificates of the
Corporation and Issuer and such other parties as we have deemed
necessary or appropriate to enable us to render the opinions
expressed below.
Volume Services America Holdings, Inc.
November 5, 2003
Page 3
In our examination, we have assumed 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 or photostatic
copies and the authenticity of the originals of such copies. As to any facts
material to this opinion that we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Corporation and others. We have assumed that the final
executed Indenture will be in substantially the same form as the draft Indenture
dated August 29, 2003 that has been provided to us and that the form of amended
and restated charter provided to us ("Amended and Restated Charter") will be
filed for record with the Maryland Department of Assessments and Taxation prior
to the issuance of the IDSS.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Corporation has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Indenture.
2. The Indenture has been duly and validly authorized and upon due
execution and delivery of the Indenture, the Indenture will have been duly and
validly executed and delivered by the Corporation.
3. The execution, delivery and performance by the Corporation of the
Indenture and the Corporation's Guarantee do not and will not violate the
Corporation's Amended and Restated Charter and Bylaws, and do not and will not
violate any applicable Maryland law.
In addition to any assumptions, qualifications and other matters set forth
elsewhere herein, the opinions set forth above are subject to the following
assumptions and qualifications.
1. The opinions expressed herein are based upon and limited to the
applicable laws of the State of Maryland, excluding the principles of conflicts
of laws thereof, as in effect as of the date hereof, and our knowledge of the
facts relevant to such opinions on such date. In this regard, we note that we
are members of the bar of the State of Maryland, we do not express any opinion
herein as to matters governed by the laws of any other jurisdiction, we do not
purport to be experts in any other laws and we can accept no responsibility for
the applicability or effect of any such laws. In addition, we
Volume Services America Holdings, Inc.
November 5, 2003
Page 4
assume no obligation to supplement the opinions expressed herein if any
applicable laws change after the date hereof, or if we become aware of any facts
or circumstances that affect the opinions expressed herein.
2. We have not examined any court dockets, agency files or other public
records regarding the entry of any judgments, writs, decrees or orders or the
pendency of any actions, suits, proceedings, investigations or litigation.
3. We do not purport to pass upon the application of any "blue sky" or
securities laws with respect to the transactions contemplated by the
Registration Statement, the Indenture, the Guarantees, the Corporation's
Guarantee or the transactions contemplated thereby.
4. This letter is strictly limited to the matters expressly set forth
herein and no statements or opinions should be inferred beyond such matters.
We call your attention to The Report of the Special Joint Committee on
Lawyer's Opinions in Commercial Transactions of the Maryland State Bar
Association, Inc. and The Bar Association of Baltimore City dated January 18,
1989, as published in The Business Lawyer, Volume 45, Number 2 (February 1990)
at page 705, which Report guides us in the preparation and delivery of legal
opinions in commercial transactions.
This opinion is being rendered at the request of the Issuer in order to
facilitate the issuance of certain legal opinions required in connection with
the Registration Statement by Simpson Thacher & Bartlett, counsel for the
Issuer. We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act, or the Rules or Regulations of the Commission thereunder.
Very truly yours,
/s/ Venable LLP
Venable LLP