Exhibit 5.1
[KIRKLAND & ELLIS LETTERHEAD APPEARS HERE]
200 East Randolph Drive
Chicago, Illinois 60601
Gerald T. Nowak
To Call Writer Directly: (312) 861-2000 Facsimile:
(312) 861-2075 (312) 861-2200
gerald_nowak@chicago.kirkland.com
August 2, 2002
Roundy's, Inc.
and each of the Guarantors
of the Exchange Notes
23000 Roundy Drive
Pewaukee, WI 53072
Re: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen
We are issuing this opinion letter in our capacity as special legal counsel
to Roundy's, Inc., a Wisconsin corporation (the "Issuer"), and each of the other
guarantors listed on Schedule A hereto (such guarantors are hereinafter referred
to as the "Guarantors" and the Guarantors, together with the Issuer, are
hereinafter referred to as the "Registrants"), in connection with the proposed
registration by the Issuer of $225,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant
to a Registration Statement on Form S-4 originally filed with the Securities and
Exchange Commission (the "Commission") on August 2, 2002, under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to indentures (as amended and supplemented from time to time,
collectively the "Indenture"), dated as of June 6, 2002, between the Issuer, the
Guarantors and BNY Midwest Trust Company, as trustee. The Exchange Notes and the
Guarantees are to be issued in exchange for and in replacement of the Issuer's
Senior Notes due 2012 (the "Old Notes"), of which $225,000,000 in aggregate
principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Articles of Incorporation and By-Laws of the
Registrants, (ii) minutes and records of the corporate proceedings of the
Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 2
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (iii) the Indenture, and (iv) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the holders thereof
in exchange for the Old Notes, the Exchange Notes and the Guarantees will be
validly issued and binding obligations of the Issuer and Guarantors,
respectively.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or
Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 3
supplement this opinion should the present laws of the States of New York or
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 4
SHEDULE A
Cardinal Foods, Inc.
Holt Public Storage, Inc.
Insurance Planners, Inc.
I.T.A., Inc.
Jondex Corp.
Kee Trans, Inc.
Mega Marts, Inc.
Midland Grocery of Michigan, Inc.
Pick `n Save Warehouse Foods, Inc.
Ropak, Inc.
Rindt Enterprises, Inc.
Scot Lad Foods, Inc.
Scot Lad-Lima, Inc.
Shop-Rite, Inc.
Spring Lake Merchandise, Inc.
The Copps Corporation
The Midland Grocery Company
Ultra Mart Foods, Inc.
Village Market, LLC