EXHIBIT 5.5
[Letterhead of Wille, Gregory & Lundeen LLP]
November 5, 2003
Volume Services America, Inc.
201 East Broad Street
Spartanburg, SC 29306
RE: Service America Corporation of Wisconsin
Ladies and Gentlemen:
We have acted as special Wisconsin counsel to Volume Services
America, Inc. (the "Issuer") and its wholly owned subsidiary, Service America
Corporation of Wisconsin, a Wisconsin corporation (the "Corporation"), in
connection with a Registration Statement on Form S-1 (Registration No.
333-103169) filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended, (the "Securities Act") on
November 6, 2003, (such Registration Statement, together with the pre-effective
amendments thereto filed through the date hereof being referred to as the
"Registration Statement") by the Issuer and the guarantors listed therein,
including the Corporation (the other guarantors and Corporation, together with
the Issuer, being referred to as the "Guarantors"). The Registration Statement
relates to the issuance, by the Issuer, of $286,191,923 maximum aggregate
principal amount of Income Deposit Securities (the "IDSs") and the issuance by
the Guarantors of guarantees (the "Guarantees"), with respect to the IDSs. The
IDSs and the Guarantees will be issued under an indenture (the "Indenture")
among the Issuer, the Guarantors and The Bank of New York, a national banking
association, as Trustee. The IDSs will be offered by the Issuer in exchange for
cash.
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 LLP,
counsel to the Issuer. You are aware, and we hereby confirm, that we have not
represented the Issuer or the Corporation with respect to Registration
Statement, the Indenture, 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.
As special Wisconsin 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 with the Commission on August 26, 2003;
(ii) the forms of the Restated Articles of Incorporation
and Amended and Restated By-Laws as approved by
action of the Board of Directors of the Corporation
on August 22, 2003;
(iii) certain resolutions of the Board of Directors of the
Corporation adopted on August 22, 2003 relating to
the issuance of the IDSs (and the subordinated notes
and shares of common stock represented by the IDSs),
the Indenture, the Guarantees and the other
transactions contemplated by the Registration
Statement; and
(iv) the Indenture;
each of which has been filed with the Commission, in the case of the documents
listed in paragraphs (ii) through (iv) above, as exhibits to the Registration
Statement as so filed, and in all cases which have been certified to us as true
and complete copies by an officer of the Corporation. We also have examined and
relied upon the following statements:
(a) an officer's certificate of the Corporation,
certifying as to the correctness of the Restated and
Amended Articles of Incorporation; and
(b) 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.
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 also assumed that the
proposed amendments to the Articles of Incorporation and By-Laws and the
resolutions of the Board of Directors will be duly adopted upon completion of
the initial public offering of the IDSs.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
Volume Services America, Inc.
November 5, 2003
Page 3
1. The Indenture has been duly authorized by all
requisite corporate action on the part of the Corporation; and upon due
execution and delivery of the Indenture, the Indenture will have been duly and
validly authorized, executed and delivered by the Corporation.
2. The execution and delivery of the Indenture by the
Corporation and the performance by the Corporation of the Indenture and the
Guarantee given by the Corporation thereunder will not violate the Corporation's
Restated Articles of Incorporation or Bylaws, and will not violate any
applicable Wisconsin 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 Wisconsin, 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 State Bar of Wisconsin, 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 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 been requested to render and, with your
permission, we express no opinion as to the applicability to the obligations of
the Corporation under the Guarantee of Wisconsin law relating to fraudulent
transfers and obligations.
(3) We have assumed that Wisconsin law would apply to the
interpretation, validity and enforceability of the Indenture and the Guarantee.
(4) We have not been requested to render and, with your
permission, we express no opinion as to the applicability of Wisconsin
securities laws, including without limitation, such laws relating to the
issuance, sale, solicitation, transfer, registration or other disposition of
securities.
(5) We have assumed that the Corporation will receive
adequate and sufficient consideration in exchange for giving its Guarantee.
(6) This letter is strictly limited to the matters
expressly set forth herein and no statements or opinions should be inferred
beyond such matters.
Volume Services America, Inc.
November 5, 2003
Page 4
This opinion is to be interpreted in accordance with the Legal
Opinion Accord (Exposure Draft) of the American Bar Association dated December
31, 1990.
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 LLP,
counsel to the Issuer. It may be relied upon by you and by counsel for that
purpose. In addition, we hereby consent to the filing of this opinion letter as
part of an exhibit to the Registration Statement and to the listing of our name
under the caption "Legal Matters" in the Prospectus included in the Registration
Statement, but only as to the matters expressly set forth herein. This opinion
may not be relied upon for any other purpose or by any other person without our
prior written consent.
Very truly yours,
/s/ Wille, Gregory & Lundeen LLP
WILLE, GREGORY & LUNDEEN LLP