Exhibit 5.3
[Letterhead of Venable LLP]
December 4, 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 and any additional registration statements that may be filed
pursuant to Rule 462(b) (as prescribed by the Securities and Exchange
Commission) 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 filed as an exhibit to the Registration
Statement, 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 LLP, counsel to the
Issuer.
Volume Services America Holdings, Inc.
December 4, 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. 7 to the Registration Statement, as filed on Form S-1
with the Commission on December 4, 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 filed as an exhibit to the
Registration Statement 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 November 24, 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 as of the date
hereof, 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.
December 4, 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 Indenture filed
as an exhibit to the Registration Statement 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, 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 assume no obligation to
Volume Services America Holdings, Inc.
December 4, 2003
Page 4
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 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.
3. This letter is strictly limited to the matters expressly set forth
herein and no statements or opinions should be inferred beyond such matters.
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 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