Exhibit 5.6
[Letterhead of Holland & Hart LLP]
December 4, 2003
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"), in the form filed as an exhibit to the
Registration Statement referred to below, 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 (including any additional
registration statement that may be filed pursuant to Rule 462(b) (as prescribed
by the Securities and Exchange Commission), the "Registration Statement"), 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, the
lenders thereto, 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 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 December 4, 2003 signed by Janet L. Steinmayer,
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
Volume Services America Holdings, Inc.
December 4, 2003
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shareholder of Events Center, dated 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 the statements recited in the Secretary's Certificate
are accurate.
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 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) 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 (vii) 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:
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
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December 4, 2003
Page 2
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; or (iii) 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. Simpson Thacher & Bartlett
LLP may rely on this opinion in connection with their issuance of an opinion to
Holdings as to the Transaction Documents, and this letter or a copy of it may
accompany a Registration Statement to be filed by Holdings with the Securities
and Exchange Commission 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
Holland & Hart LLP