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Exhibit 5.3
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Phoenix Office Tucson Office Las Vegas Office
40 North Central Avenue One South Church Avenue 3993 Howard Hughes Parkway
Phoenix, Arizona 85004-4429 Suite 700 Suite 600
Telephone (602) 262-5311 Tucson, Arizona 85701-1620 Las Vegas, Nevada 89109
Facsimile (602) 262-6747 Telephone (520) 622-2090 Telephone (702) 949-8200
Facsimile (520) 622-3088 Facsimile (702) 949-8398
Scott DeWald
Direct Dial: (602) 262-6333
Direct Fax: (602) 734-3745
E-Mail: SDewald@lrlaw.com
Admitted in Arizona
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Our File Number 43460-00001
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April 15, 2004
General Nutrition Centers, Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
RE: GENERAL NUTRITION CENTERS, INC. AND THE OTHER ENTITIES LISTED
ON SCHEDULE I - REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We are special counsel to General Nutrition Investment Company, an Arizona
corporation ("GNIC") and General Nutrition Sales Corporation, an Arizona
corporation ("GNSC"), in connection with the public offering of $215,000,000
aggregate principal amount of General Nutrition Centers, Inc.'s (the "Issuer")
8-1/2% Senior Subordinated Notes due 2010 (the "Exchange Notes"). The Indenture,
dated as of December 5, 2003 (the "Original Indenture"), among the Issuer, the
guarantors party thereto (the "Guarantors") and U.S. Bank National Association,
as Trustee (the "Trustee"), as supplemented by the Supplemental Indenture, dated
as of April 6, 2004, by and among the Issuer, GNC Franchising, LLC, the
Guarantors and the Trustee (together with the Original Indenture, the
"Indenture"), provides for the guarantee of the Exchange Notes by the Guarantors
(the "Guarantees") to the extent set forth in the Indenture. The Exchange Notes
are to be issued pursuant to an exchange offer (the "Exchange Offer") in
exchange for a like principal amount of the issued and outstanding 8-1/2% Senior
Subordinated Notes due 2010 of the Issuer (the "Original Notes") under the
Indenture, as contemplated by the Registration Rights Agreement, dated as of
December 5, 2003 (the "Registration Rights Agreement"), by and among the Issuer,
the Guarantors, Lehman Brothers Inc., J.P. Morgan Securities Inc. and UBS
Securities LLC.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the
"Securities Act").
In rendering the opinions set forth herein, we have examined and relied on
originals or copies of: (i) the registration statement on Form S-4 of the Issuer
and the Guarantors relating to the Exchange Notes and the Guarantees as filed
with the Securities and Exchange Commission (the "Commission") (such
registration statement being hereinafter referred to as the "Registration
Statement"); (ii) an executed copy of the Registration Rights Agreement; (iii)
an
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executed copy of the Indenture including the terms and the provisions of the
Guarantees; (iv) the Articles of Incorporation of GNIC, as certified by the
Corporation Commission of the State of Arizona; (v) the Articles of
Incorporation of GNSC, as certified by the Corporation Commission of the State
of Arizona; (vi) the By-Laws of GNIC and GNSC, as currently in effect; (vii)
resolutions of the Board of Directors of GNIC and GNSC, relating to the Exchange
Offer, Indenture, the issuance of the Guarantees by GNIC and GNSC and related
matters; and (viii) the form of the Guarantees. We also have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of GNIC and GNSC and such agreements, certificates and receipts of
public officials, certificates of officers or other representatives of GNIC and
GNSC and others, and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, 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 facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. As to any facts
material to the opinions expressed herein that we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of GNIC and GNSC and others and of public
officials.
OUR OPINIONS SET FORTH HEREIN ARE LIMITED TO THE LAWS OF THE STATE
OF ARIZONA THAT, IN OUR EXPERIENCE, ARE APPLICABLE TO SECURITIES OF THE TYPE
COVERED BY THE REGISTRATION STATEMENT AND, TO THE EXTENT THAT JUDICIAL OR
REGULATORY ORDERS OR DECREES OR CONSENTS, APPROVALS, LICENSES, AUTHORIZATIONS,
VALIDATIONS, FILINGS, RECORDINGS OR REGISTRATIONS WITH GOVERNMENTAL AUTHORITIES
ARE RELEVANT, TO THOSE REQUIRED UNDER SUCH LAWS (ALL OF THE FOREGOING BEING
REFERRED TO AS "OPINED ON LAW"). WE DO NOT EXPRESS ANY OPINION WITH RESPECT TO
THE LAW OF ANY JURISDICTION OTHER THAN OPINED ON LAW OR AS TO THE EFFECT OF ANY
SUCH NON-OPINED-ON LAW ON THE OPINIONS HEREIN STATED. THE OPINION SET FORTH IN
PARAGRAPH 1 BELOW WITH RESPECT TO THE VALID EXISTENCE AND GOOD STANDING OF GNIC
AND GNSC IS BASED SOLELY UPON CERTIFICATES ISSUED BY THE ARIZONA CORPORATION
COMMISSION OF THE STATE OF ARIZONA OR OTHER APPROPRIATE OFFICIAL OF THE
RESPECTIVE JURISDICTIONS OF ORGANIZATION.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. Each of GNIC and GNSC has been duly incorporated, and is validly
existing in good standing under the laws of the State of Arizona.
2. Each of GNIC and GNSC has the corporate power and authority to execute
and deliver the Guarantee and to consummate the transactions contemplated
thereby.
3. The execution, delivery and performance of the Guarantee by each of
GNIC and GNSC has been duly authorized. When the Guarantee (in the form examined
by us) has been
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signed by an incumbent officer authorized to do so in the respective authorizing
resolution of each of GNIC and GNSC, the Guarantee executed by each of GNIC and
GNSC will be duly executed. When each of GNIC and GNSC has voluntarily
transferred possession of its Guarantee to the Trustee, the Guarantee of each of
GNIC and GNSC will have been duly delivered.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission. Skadden, Arps, Slate, Meagher & Flom LLP is entitled to rely on
this opinion in connection with the opinion being delivered by such firm in
connection with the Exchange Offer.
Very truly yours,
/s/ LEWIS AND ROCA LLP