Exhibit 5.4
[Letterhead of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.]
December 4, 2003
Volume Services America Holdings, Inc.
201 East Broad Street
Spartanburg, South Carolina 29306
Ladies and Gentlemen:
We have acted as special Texas counsel to Service America of Texas, Inc.,
a Texas corporation ("SAT"), and SVM of Texas, Inc., a Texas corporation
("SVMT"; SAT and SVMT are collectively referred to as the "Texas Subsidiaries"),
each of 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 registration statements that may
be filed pursuant to Rule 462(b) (as prescribed by the Commission), being
referred to as the "Registration Statement") by the Issuer and the guarantors
listed therein, including the Texas Subsidiaries (the "Guarantors"). The
Registration Statement relates to the issuance by the Issuer of Income
Depository Securities ("IDSs") representing shares of common stock and
subordinated notes due 2013 (the "Notes") of the Issuer, and the guarantee of
the Notes by the Guarantors, including the Texas Subsidiaries (the
"Guarantees"). We understand that the Notes and 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.
In such capacity we have reviewed originals, or copies certified or
otherwise identified to our satisfaction, of only the following:
1. Amendment No. 7 to the Registration Statement, as filed with
the Commission on December 4, 2003;
2. a copy of the Indenture, as filed as an exhibit to the
Registration Statement, and the Guarantees of the Texas Subsidiaries
included therein;
3. the forms of Amended and Restated Articles of Incorporation of
each of the Texas Subsidiaries to be filed with the Texas Secretary of
State immediately prior to the issuance of the IDSs, the Restated Articles
of Incorporation of SVMT and the Articles of Incorporation of SAT as
currently in effect;
Volume Services America Holdings, Inc.
December 4, 2003
Page 2
4. the forms of Amended and Restated By-Laws of each of the Texas
Subsidiaries to be adopted effective immediately prior to the issuance of
the IDSs, and the By-Laws of each of the Texas Subsidiaries as currently
in effect; and
5. copies of the executed Unanimous Written Consent of the
Directors of SAT, dated September 24, 2003 and December 1, 2003, and of
SVMT, dated August 22, 2003 and December 1, 2003, relating to the issuance
of the Notes, the Indenture, the Guarantees, and the Amended and Restated
Articles of Incorporation and Bylaws of each Texas Subsidiary, and the
other transactions contemplated by the Registration Statement.
We have also examined and relied upon the following:
1. certificates of the Texas Secretary of State, dated November
25, 2003, to the effect that each of the Texas Subsidiaries is duly
incorporated and existing under the laws of the State of Texas, and is in
good standing and duly authorized to transact business in the State of
Texas; and
2. a Secretary's certificate of each of the Texas Subsidiaries,
each dated December 4, 2003 certifying (a) the form of Amended and
Restated Articles of Incorporation of each of the Texas Subsidiaries, and
the existing Restated Articles of Incorporation of SVMT and the existing
Articles of Incorporation of SAT, (b) the form of Amended and Restated
Bylaws and the existing Bylaws of each of the Texas Subsidiaries, and (c)
certain resolutions of the Board of Directors and sole stockholder of each
of the Texas Subsidiaries.
In preparing this opinion, we have relied without independent verification
as to matters of fact material to this opinion upon the statements, certificates
and representations of officers, employees and other representatives of the
Texas Subsidiaries, including but not limited to the representations in the
Indenture.
For purposes of our opinion, we have relied, without investigation,
upon the assumption that:
(a) Natural persons who are involved on behalf of the Texas
Subsidiaries have sufficient legal capacity to enter into and
perform the transactions effected under the Indenture;
(b) Each document submitted to us for review is accurate and
complete and each document that is an original is authentic;
(c) Each such document that is a copy conforms to an authentic
original, and all signatures on each such document are genuine and
each certificate issued by a governmental official, office or agency
concerning a person's status, including but not limited to
certificates of corporate existence, is accurate, complete and
authentic; and
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December 4, 2003
Page 3
(d) All official public records (including their proper indexing
and filing) are accurate and complete.
We have also 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 forms of Amended and Restated Articles of
Incorporation of each of the Texas Subsidiaries provided to us will be filed for
record with the Texas Secretary of State in substantially the same form as
provided to us prior to the issuance of the IDSs.
Based on the foregoing, and having due regard for such legal
considerations as we deem relevant, and subject to the limitations,
qualifications and exceptions set forth or incorporated herein, we are of the
opinion that:
1. Each of the Texas Subsidiaries is a corporation duly
incorporated and validly existing under the laws of the State of Texas,
and 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 each of the Texas Subsidiaries.
3. The execution, delivery and performance by each of the Texas
Subsidiaries of the Indenture do not and will not violate such
corporation's Amended and Restated Articles of Incorporation or Amended
and Restated Bylaws, and do not and will not violate any applicable Texas
statutory law, rule or regulation.
Our opinion on each issue addressed in this letter represents our opinion
as to how that issue would be resolved were it to be considered, in a properly
presented case, by the Texas Supreme Court. The manner in which any particular
issue would be treated in any actual court case would depend in part on the
facts and circumstances particular to that case, and our opinion is not intended
to guarantee the outcome of any legal dispute which may arise in the future.
In rendering this opinion and with your concurrence, we have made no
independent investigation as to the accuracy or completeness of any
representation, warranty, data or other information, written or oral, that may
have been made by or on behalf of the parties to the Indenture, and we have
assumed in rendering this opinion that none of such information, if any,
contains any untrue statement of a material fact or omits to state a material
fact necessary to make such statements, in light of the circumstance in which
they are made, not misleading.
This opinion is limited in all respects to the laws of the State of Texas,
as now in effect. We disclaim any responsibility to inform you of any changes.
No opinion is expressed as to any matter that may be governed by the laws of any
other jurisdiction, including but not limited to the federal laws of the United
States.
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.
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December 4, 2003
Page 4
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. This opinion may be relied upon by Simpson Thacher & Bartlett LLP in
connection with the transactions described in the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in such 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/ Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.