EXHIBIT 5.2
[Letterhead of Blackwell Sanders Peper Martin LLP]
November 6, 2003
Volume Services America Holdings, Inc.
201 East Broad Street
Spartanburg, South Carolina 29306
RE: Volume Services, Inc. and Servo-Kansas, Inc.
Ladies and Gentlemen:
We have been retained as special Kansas counsel for Volume Services,
Inc., a Kansas corporation ("Volume Services"), and Servo-Kansas, Inc., a Kansas
corporation ("Servo-Kansas", and together with Volume Services, the "Kansas
Guarantors"), to furnish you with certain requested opinions in connection with
the Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the "Registration Statement").
In such capacity, we have reviewed a photocopy of the form of
Indenture, dated October 1, 2003 (the "Indenture"), among Volume Services
America Holdings, Inc., the Kansas Guarantors, the other Guarantors identified
therein, and The Bank of New York, as trustee. We understand that the executed
Indenture will be in substantially the same form as the draft provided to us. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, corporate records and
certificates of public officials and of officers and directors of the Kansas
Guarantors, as we have deemed necessary in order to express the opinions set
forth below.
In rendering the opinions set forth below, we have made, with your
permission, and without independent investigation on our part, the following
assumptions:
a. We have assumed that all certifications of public officials and
officers and directors of the Kansas Guarantors concerning factual matters are
accurate and complete.
b. We have assumed (i) the genuineness of all signatures, (ii) that all
documents submitted to us as certified, conformed, photostatic or
telefacsimilied copies conform to the original documents, and (iii) that all
such original documents and all documents submitted to us as originals are
authentic.
November 6, 2003
Page 2
c. We have assumed that there is no agreement, course of dealing or
performance or usage of trade defining, supplementing, amending, modifying,
waiving or qualifying the terms of the Indenture.
d. We have, to the extent we have deemed appropriate, assumed that the
statements, recitals, representations and warranties as to matters of fact set
forth in the Indenture were accurate and complete at the time made.
e. For the purposes of the opinion in paragraph 1 below, we have
assumed that there has not been any rescission of any corporate authority with
respect to the authorization and delivery of the Indenture between the date of
this opinion letter and the date of execution and delivery of the Indenture by
the Kansas Guarantors.
Except to the extent expressly set forth herein, we have not undertaken
any independent investigation to determine the existence or absence of any fact;
and no inference as to our knowledge of the existence or absence of any fact
should be drawn from our representation of the Kansas Guarantors or the
rendering of the opinions set forth below.
Based on the foregoing and subject to the assumptions, qualifications
and limitations referred to or identified herein, we are of the following
opinions as of the date hereof:
1. The Indenture has been duly authorized by all requisite corporate
action on the part of the Kansas Guarantors, and upon due execution and delivery
of the Indenture in the name of and on behalf of each of the Kansas Guarantors
by their respective Chief Executive Officer, Chief Financial Officer or General
Counsel, the Indenture will have been duly and validly executed and delivered by
the Kansas Guarantors.
2. As of the date hereof, neither the execution and delivery by the
Kansas Guarantors of the Indenture nor the agreement by the Kansas Guarantors to
perform their respective obligations thereunder violates the laws of the State
of Kansas.
The opinions and statements expressed herein are subject to the
following qualifications and limitations:
A. Our opinions and statements expressed herein are restricted to
matters governed by the laws of the State of Kansas.
B. We are expressing no opinion with respect to any document other than
the Indenture, and are expressing no opinion as to the validity or
enforceability of any document.
November 6, 2003
Page 3
C. We express no opinion with respect to the accuracy, completeness or
sufficiency of any information contained in any filings with the Securities and
Exchange Commission or any state securities regulatory agency, including the
Registration Statement.
The opinions set forth herein are rendered only to you and are solely
for your benefit in connection with the Registration Statement. We hereby
consent to the filing of this opinion with the Securities and Exchange
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. No expansion of our opinions may be made by implication or otherwise.
We express no opinion other than the opinions set forth herein. The opinions set
forth herein may not be used, circulated, quoted or otherwise relied upon by you
for any other purpose or by any other person or entity for any purpose without
our prior written consent; provided, however, that your counsel, Simpson Thacher
& Bartlett, may be furnished a copy of this opinion letter and may rely upon the
opinions set forth herein in connection with their provision of certain legal
opinions in connection with the Registration Statement. The opinions herein are
expressed only with respect to the present status of law in the State of Kansas
and we undertake no obligation or responsibility to update or supplement these
opinions in response to subsequent changes in the law or future events affecting
the Indenture or the Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP
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BLACKWELL SANDERS PEPER MARTIN LLP