EXHIBIT 5.6
[Letterhead of Holland & Hart LLP]
November 6, 2003
Sent via E-mail, Fax and
UPS Overnight Mail
Volume Services America Holdings, Inc.
201 East Broad Street
Spartanburg, SC 29306
Re: Events Center Catering, Inc.
Ladies and Gentlemen:
We have acted as special Wyoming counsel to Events Center Catering,
Inc., a Wyoming statutory close corporation ("Events Center") in connection with
an Indenture (the "Indenture") by and among Events Center, Volume Services
America Holdings, Inc., a Delaware corporation ("Holdings"), certain direct and
indirect subsidiaries of Holdings executing the Indenture (collectively, with
Events Center, the "Subsidiaries"), and The Bank of New York, as Trustee. The
Indenture is to be executed and delivered in connection with Holdings' proposal
to issue and sell Income Deposit Securities representing ownership of shares of
Holdings' common stock and subordinated notes to the public in an initial public
offering pursuant to (i) a Registration Statement under the Securities Act of
1933, as amended, and (ii) the terms and conditions of an Underwriting Agreement
to be entered into among Holdings, the Subsidiaries, and CIBC World Markets
Corp., as representative of the several underwriters named in the Underwriting
Agreement; a Credit Agreement among Volume Services America, Inc. ("VSA"),
Holdings, Canadian Imperial Bank of Commerce, as Administrative Agent and Lead
Arranger, and the Subsidiaries; and a Credit Guarantee by which Events Center
will unconditionally guarantee the obligations of VSA under the terms of the
Credit Agreement. The Indenture, the Underwriting Agreement, the Credit
Agreement, and the Credit Guarantee are sometimes collectively referred to
herein as the "Transaction Documents".
We have examined an 10/1/03 draft of the Indenture and such documents
and records of Events Center, certificates of public officials and officers of
Events Center, and other documents as we have deemed necessary or appropriate
for the purposes of this opinion. Specifically, without limitation, we have
reviewed (i) a Secretary's Certificate dated November 6, 2003 signed by Janet L.
Steinmayer, Executive Vice President, General Counsel and Secretary of Events
Center ("Secretary's Certificate"); (ii) resolutions of the Board of Directors
of Events Center dated August 22, 2003 authorizing Events Center, among other
things, to execute and deliver the Indenture (the "Board Resolutions"); (iii)
resolutions of Volume Services Inc., a Delaware corporation ("VSI"), the sole
direct shareholder of Events Center, dated
Volume Services America Holdings, Inc.
November 6, 2003
Page 2
August 13, 2003, authorizing Events Center, among other things, to execute and
deliver the Indenture (the "Shareholder Resolutions"), and (iv) forms of Amended
and Restated Articles of Incorporation and Amended and Restated By-Laws of
Events Center which shall become effective only in the event of, and immediately
prior to, the consummation of the public offering described above. In connection
therewith, we have assumed for purposes of this opinion, with your permission
and without independent review or investigation by us, that (i) VSI is the sole
direct shareholder of Events Center; (ii) the Board of Directors of Events
Center has been properly constituted and the members of the Board of Directors
of Events Center were duly qualified and duly elected to be members of such
Board, (iii) the Board Resolutions were duly authorized, executed and delivered
by all of the members of the Board of Directors of Events Center and are in full
force and effect as of the date of this opinion; (iv) the statements recited in
the Secretary's Certificate are accurate; and (v) the person(s) signing the
Indenture on behalf of Events Center is a duly qualified and duly elected
Authorized Officer of Events Center as identified in the Board Resolutions.
With your permission, we have further assumed for purposes of this
opinion without independent review or investigation by us: (i) the genuineness
and authenticity of signatures and the authority of persons signing agreements
on behalf of parties thereto; (ii) the authenticity of all documents submitted
to us as originals; (iii) the conformity to authentic original documents of all
documents submitted to us as certified, conformed or photostatic copies; (iv)
the due authorization, execution and delivery of the Transaction Documents by
all parties thereto (other than to the due authorization of Events Center); (v)
the Transaction Documents are the valid and legally binding obligation of all
parties thereto, enforceable against each of the parties thereto in accordance
with their terms, except to the extent of the due authorization opinion
expressed in opinion paragraph 1 as to Events Center; (vi) there are no bylaws
or other shareholders' or management agreements regulating the exercise of
corporate powers and/or the management of the business and affairs of Events
Center; (vi) no action to dissolve, merge or consolidate Events Center has
occurred; (vii) consideration under the Transaction Documents has been given to
Events Center contemporaneously with and as part of the same transaction in
which the Transaction Documents are to be executed and delivered by Events
Center; (viii) Events Center owns no property of any kind in Wyoming, real or
personal, and conducts no business operations of any kind in Wyoming, except for
its holding of a liquor license from the City of Casper, Wyoming; and (ix)
Events Center is not presently subject to the continuing supervision of, or
decree, order or similar arrangement entered by, any court, agency, official or
other governmental authority of the State of Wyoming (the "State").
Based upon and subject to the foregoing and the qualifications and
limitations set forth below, we are of the opinion that:
Volume Services America Holdings, Inc.
November 6, 2003
Page 3
1. The execution and delivery of the Indenture has been duly and
validly authorized by Events Center, and upon due execution and delivery of the
Indenture, the Indenture will have been duly executed and delivered by Events
Center.
2. The execution, delivery and performance of the Indenture by Events
Center does not violate the laws of the State.
The opinions set forth above are subject to the following
qualifications and limitations:
A. Our examination of laws relevant to matters herein is limited to the
laws of the State. Accordingly, we express no opinion as to matters governed by
the laws of any other state or jurisdiction. Further, we express no opinions
except as specifically set forth in this opinion letter, and no opinions may be
implied. By way of example and without limitation, no opinion is expressed
regarding the effect of, or compliance with: (i) federal or State securities or
antitrust laws; (ii) any tax consequences of the overall transaction involving
Events Center; (iii) State law requirements for registered officers or agents;
or (iv) local laws of any kind.
B. Our opinions are based upon State laws and case decisions as of the
date of this letter. We expressly disavow any obligation to advise you with
respect to future changes in law or in our knowledge or as to any event or
change of condition occurring subsequent to the date of this letter.
This opinion is provided as a legal opinion only, effective as of the
date of this letter, and not as an opinion as to matters of fact or as a
guaranty or warranty of the matters discussed herein. The opinions expressed in
this letter are solely for the addressee of this letter in connection with the
Indenture and may not be relied upon in any respect by any other person or for
any other purpose. This letter may not be published, quoted or referenced to, or
filed with, any person without our prior written consent, provided that (i)
Simpson Thacher & Bartlett may rely on this opinion in connection with their
issuance of an opinion to Holdings as to the Transaction Documents, and (ii)
this letter or a copy of it may accompany a Registration Statement to be filed
by Holdings with the Securities and Exchange in connection with the transactions
contemplated by the Transaction Documents, and our name may be referred to under
the caption "Legal Matters" in the Prospectus included in the Registration
Statement solely with respect to the matters addressed in this opinion letter.
Very truly yours,
/s/ Holland & Hart LLP
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Holland & Hart LLP