[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
EXHIBIT 5.1
January 28, 1997
Dollar Financial Group, Inc.
1436 Lancaster Avenue, Suite 210
Berwyn, PA 19312
Ladies and Gentlemen:
We have acted as counsel to Dollar Financial Group, Inc., a New York
corporation (the "Company"), DFG Warehousing Co., Inc., Dollar Insurance
Administration Corp., Financial Exchange Company of Pittsburgh, Inc., Financial
Exchange Company of Virginia, Inc. and Monetary Management Corporation of
Pennsylvania, Inc., each a Delaware corporation (collectively, the "Delaware
Guarantors"), Monetary Management of New York, Inc., a New York corporation
("MMNY"), Check Mart of Texas, Inc., a Texas corporation ("CMT"), Monetary
Management of California, Inc. and Pacific Ring Enterprises, Inc., each a
California corporation (together, the "California Guarantors"), and as special
New York counsel to those domestic subsidiaries of the Company listed on
Schedule I hereto (collectively, the "Other Guarantors"; the Delaware
Guarantors, MMNY, CMT, the California Guarantors and the Other Guarantors are
collectively referred to herein as the "Guarantors") in connection with the
preparation and filing with the Securities and Exchange Commission of the
Registration Statement on Form S-4, File No. 333-18221 (as amended, the
"Registration Statement"), of the Company and the Guarantors for registration
under the Securities Act of 1933, as amended, of $110,000,000 aggregate
principal amount of the Company's 10 7/8% Series A Senior Notes Due 2006 (the
"New Notes") and the Guarantors' guaranties in connection therewith (the
"Guaranties"), each issuable in connection with the exchange offer of New Notes
for the Company's 10 7/8% Senior Notes Due 2006 (the "Old Notes").
Dollar Financial Group, Inc.
January 28, 1997
Page 2
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Indenture, dated as of November 15, 1996 (the "Indenture"), among the Company,
the Guarantors and Fleet National Bank, as trustee (the "Trustee"), pursuant to
which the New Notes will be issued, the form of the New Notes included as
Exhibit 4.2 to the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Company
and the Guarantors, and have made such inquiries of such officers and
Representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, 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 latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company and the Guarantors.
In rendering these opinions, we have assumed that (i) each of the Other
Guarantors is duly organized and validly existing in its jurisdiction of
incorporation and has all requisite corporate power and authority to execute,
deliver and perform its obligations under the Indenture; (ii) the execution,
delivery and performance of the Indenture have been duly authorized by all
necessary corporate action on the part of each of the Other Guarantors; (iii)
each of the Other Guarantors has duly executed and delivered the Indenture; (iv)
the execution, delivery and performance of the Guaranties by the Other
Guarantors have been duly authorized by all necessary corporate action on the
part of each of the Other Guarantors and (v) each of the Other Guarantors has
duly executed and delivered the Guaranties.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
Dollar Financial Group, Inc.
January 28, 1997
Page 3
1. The New Notes have been duly authorized by the Company and, when
executed on behalf of the Company, authenticated by the Trustee and delivered in
accordance with the terms of the Indenture and as contemplated by the
Registration Statement, will constitute the legal, valid and binding obligations
of the Company, enforceable against it in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting Creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2. (a) The Guaranties of the Delaware Guarantors, MMNY, CMT and the
California Guarantors have been duly authorized by each of the Delaware
Guarantors, MMNY, CMT and the California Guarantors and, when executed and
delivered by each of the Delaware Guarantors, MMNY, CMT and the California
Guarantors in accordance with the terms of the Indenture and as contemplated by
the Registration Statement, will constitute valid and binding obligations of
each of the Delaware Guarantors, MMNY, CMT and the California Guarantors,
enforceable against each entity in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditor's rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
(b) When executed and delivered by each Other Guarantor in accordance
with the provisions of the Indenture and as contemplated by the Registration
Statement, the Guaranties of the Other Guarantors will constitute valid and
binding obligations of the Other Guarantors enforceable against each Other
Guarantor in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting Creditor's rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity)
Dollar Financial Group, Inc.
January 28, 1997
Page 4
The opinions expressed herein are limited to the laws of the State of
New York, the corporate laws of the States of Delaware, California and Texas and
the federal laws of the United States, and we express no opinion as to the
effect on the matters covered by this letter of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely in connection with the
transactions described herein. This letter or any copies hereof may not be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent, except that we hereby
consent to the use of this opinion as an exhibit to the Registration Statement.
We further consent to the reference to our name under the caption "Legal
Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Schedule I
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Guarantor State of Incorporation
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Albuquerque Investments, Inc. New Mexico
Check Mart of New Mexico, Inc. New Mexico
Any Kind Check Cashing Centers, Inc. Arizona
L.M.S. Development Corporation Arizona
U.S. Check Exchange
Limited Partnership Arizona
Check Mart of Louisiana, Inc. Louisiana
Check Mart of New Jersey, Inc. New Jersey
Check Mart of Pennsylvania, Inc. Pennsylvania
Dollar Financial Insurance Corp. Pennsylvania
Financial Exchange Company of
Pennsylvania, Inc. Pennsylvania
Monetary Management Corp. Pennsylvania
QTV Holdings, Inc. Pennsylvania
Check Mart of Utah, Inc. Utah
Check Mart of Washington, Inc. Washington
Check Mart of Washington, D.C., Inc. District of Columbia
Check Mart of Wisconsin, Inc. Wisconsin
Financial Exchange Company of Michigan, Inc. Michigan
Financial Exchange Company of Ohio, Inc. Ohio
Monetary Management of Maryland, Inc. Maryland