Exhibit 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 Facsimile:
(312) 861-2200
November 6, 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
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
Roundy's, Inc.
and each of the Guarantors
________ , 2002
Page 2
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 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. We note that the issuer and certain of the
Guarantors are organized in jurisdictions other than the states of New York or
Delaware. We are not licensed to practice law in these other jurisdictions and
consequently, in giving this opinion we are relying on the opinions of Whyte
Hirschboeck Dudek S.C.; Mika, Meyers, Beckett & Jones, PLC; Vorys, Sater,
Seymour and Pease LLP; and Baker & Daniels as to certain matters under
Wisconsin, Michigan, Ohio and Indiana law.
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 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.
Roundy's, Inc.
and each of the Guarantors
________ , 2002
Page 3
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
SCHEDULE A
Cardinal Foods, Inc. Delaware
Holt Public Storage, Inc. Wisconsin
Insurance Planners, Inc. Wisconsin
I.T.A., Inc. Wisconsin
Jondex Corp. Wisconsin
Kee Trans, Inc. Wisconsin
Mega Marts, Inc. Wisconsin
Midland Grocery of Michigan, Inc. Michigan
Pick `n Save Warehouse Foods, Inc. Wisconsin
Ropak, Inc. Wisconsin
Rindt Enterprises, Inc. Wisconsin
Scot Lad Foods, Inc. Wisconsin
Scot Lad-Lima, Inc. Ohio
Shop-Rite, Inc. Wisconsin
Spring Lake Merchandise, Inc. Ohio
The Copps Corporation Wisconsin
The Midland Grocery Company Ohio
Ultra Mart Foods, Inc. Wisconsin
Village Market, LLC Indiana