EXHIBIT 5.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
September 18, 1998
NE Restaurant Company, Inc.
80A Turnpike Road
Westborough, MA 01581
Re: Registration Statement on Form S-4
(File No. 333-62775)
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Ladies and Gentlemen:
We have acted as special counsel to NE Restaurant Company, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-4
(the "Registration Statement") relating to (i) the offer (the "Exchange Offer")
by the Company to exchange $1,000 principal amount of its 10 3/4% Senior Notes
due 2008 (the "Exchange Notes") for each $1,000 principal amount of its
outstanding 10 3/4% Senior Notes due 2008 (the "Private Notes"), of which
$100,000,000 aggregate principal amount was issued and sold on July 20, 1998 in
a transaction exempt from registration under the Act and is outstanding on the
date hereof and (ii) the registration by the Subsidiary Guarantors (as defined
in the Registration Statement) of certain guarantees of the Exchange Notes (the
"Subsidiary Guarantees"). The Private Notes were issued, and the Exchange Notes
are to be issued, under the Indenture dated as of July 20, 1998 between the
Company and United States Trust Company of New York, as trustee (the "Trustee"),
as supplemented by the Supplemental Indenture dated as of July 21, 1998 by and
among the Company, the Subsidiary Guarantors and the Trustee (such Indenture and
Supplemental Indenture are collectively referred to herein as the "Indenture").
As such counsel, we have examined originals or copies of (i) the Certificate of
Incorporation and By-Laws of the Company and the Subsidiary Guarantors, each as
amended to date, (ii) the Indenture and (iii) the Registration Statement. We
have also examined original, reproduced or certified copies of all such records
of the Company, such agreements and such certificates of officers and
representatives of the Company and others, and such statutes and authorities, as
we have deemed relevant and necessary to form the basis of the opinions
hereinafter expressed. In such examinations, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of the copies of documents supplied to
us as copies thereof. As to various matters of fact material to the opinions
hereinafter expressed, we have relied on representations, statements and
certificates of officers and representatives of the Company and others.
NE Restaurant Company, Inc.
September 18, 1998
Page 2
For purposes of the opinions hereinafter expressed, we have assumed that (a)
each party (other than the Company and the Subsidiary Guarantors) to any
document, including, without limitation, the Indenture, has the power to enter
into and perform all its obligations thereunder, (b) each such party (other than
the Company and the Subsidiary Guarantors) has taken all necessary actions to
authorize the due execution, delivery and performance of such document by it,
and (c) each such document is the legal, valid and binding obligation of each
such party (other than the Company and the Subsidiary Guarantors) thereto.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and the Commonwealth of Massachusetts and we do not
purport to express any opinion herein concerning any laws other than the laws of
the State of New York, the Commonwealth of Massachusetts, the federal laws of
the United States of America and the Delaware General Corporation Law. For
purposes of the opinions hereinafter expressed, we have assumed that, insofar as
applicable, the corporate law of the State of Maryland is in all material
respects identical to the Delaware General Corporation Law.
With respect to the opinions set forth in numbered paragraphs 1, 2 and 3 below,
we express no opinion as to the validity or enforceability of rights of
indemnity or contribution, or both. Moreover, our opinions in such paragraphs
are subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws affecting the rights of creditors generally and
to general principles of equity.
Based upon and subject to the foregoing, we are of the opinion that:
1. The execution and delivery of the Indenture have been duly authorized
by the Company and the Subsidiary Guarantors and the Indenture
constitutes a valid and binding obligation of the Company and the
Subsidiary Guarantors, enforceable against the Company and each
Subsidiary Guarantor in accordance with its terms.
2. The Exchange Notes have been duly and validly authorized and, when
duly executed by the proper officers of the Company, duly
authenticated by the Trustee and issued by the Company in accordance
with the terms of the Indenture and the Exchange Offer, will
constitute the legal, valid and binding obligations of the Company and
will be entitled to the benefits of the Indenture.
3. Each Subsidiary Guarantee has been duly and validly authorized by all
necessary action on the part of the applicable Subsidiary Guarantor
and when made and delivered as described in the Registration Statement
and Indenture, such Subsidiary Guarantee will constitute the valid and
binding obligation of the applicable Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms.
NE Restaurant Company, Inc.
September 18, 1998
Page 3
We consent to being named in the Registration Statement and related prospectus
as counsel who are passing upon the legality of the Exchange Notes for the
Company and to the reference to our name under the caption "Legal Matters" in
such prospectus. We also consent to the filing of this opinion as an exhibit to
the Registration Statement or any amendment thereto. In giving such consents,
we do not admit hereby that we come within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
No one other than the addressee indicated first above shall be entitled to rely
on this opinion.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP