EXHIBIT 5.5
[LETTERHEAD OF KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.]
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 South Carolina counsel to Nutra Manufacturing, Inc.
(f/k/a/ Nutricia Manufacturing USA, Inc.), a South Carolina corporation
("Nutra"), in connection with the public offering of $215,000,000 aggregate
principal amount of General Nutrition Centers' (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
party thereto 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 executed copy of the Indenture including the terms and the provisions of the
Guarantees; (iv) the Secretary's Certificate of Nutra dated as of the date
hereof, along with all attachments thereto (the "Secretary's Certificate"); (v)
the Articles of Incorporation of Nutra, as amended by the Amendment to the
Articles of
General Nutrition Centers, Inc.
April 15, 2004
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Incorporation filed March 25, 2004, and as certified by the Secretary of State
of the State of South Carolina on that same date (the "Articles"); (vi) the
Bylaws of Nutra, (the "Bylaws"); (vii) resolutions of the Board of Directors of
Nutra, relating to the Exchange Offer, Indenture, the issuance of the Guarantee
by Nutra and related matters; (viii) the Certificate of Existence of Nutra
issued by the Secretary of State of South Carolina on April 12, 2004 (the
"Certificate of Existence");and (ix) the form of the Guarantee. The documents
referred to in items (i), (ii), (iii) and (ix) are hereinafter referred to as
the "Transaction Documents."
We have also examined such other agreements, instruments and documents as
we have deemed necessary or appropriate for purposes of the opinions expressed
below. With respect to certain factual matters material to our opinions, we
have, to the extent that such facts were not independently established by us,
relied upon representations of Nutra and on certificates or comparable documents
of officers and representatives of Nutra and public officials. We have examined
the corporate actions taken by Nutra in connection with the authorization,
execution and delivery of the Transaction Documents, and have made such other
inquiry of officers and directors of Nutra as we have deemed necessary and
appropriate. In addition, we have made such investigation of law and fact, as we
have deemed necessary or advisable in connection with this opinion.
In rendering the opinions expressed below, we have assumed the
genuineness of all signatures; that all natural persons who have executed and
who are executing all documents submitted to us were or are, at the time of
execution, legally competent to do so; that all documents submitted to us as
originals are authentic; and that all documents submitted to us as copies
conform to the original documents, which are authentic.
Our opinions set forth herein are limited to the laws of the State of
South Carolina (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 existence and good standing of Nutra is based solely upon the Secretary's
Certificate and the Certificate of Existence issued by the Secretary of State of
the State of South Carolina.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:
1. Nutra has been duly incorporated, and is in existence under the laws of
the State of South Carolina.
2. Nutra has the corporate power to execute and deliver the Guarantee and
to consummate the transactions contemplated thereby under the Articles, the
Bylaws and the South Carolina Business Corporation Act.
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April 15, 2004
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3. The execution, delivery and performance of the Guarantee by Nutra has
been duly authorized. When the Guarantee (in the form examined by us) has been
signed by the incumbent officer authorized to do so in the respective
authorizing resolution of Nutra, the Guarantee executed by Nutra will be duly
executed. When Nutra, by and through the incumbent officer authorized to do so
in the respective authorizing resolution of Nutra, has voluntarily transferred
possession of its Guarantee to the Trustee, the Guarantee by Nutra 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/ Kennedy Covington Lobdell & Hickman, L.L.P.
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