Exhibit 5.3
November 6, 2002
Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
We have acted as special local counsel for Scot Lad-Lima, Inc., an Ohio
corporation ("Scot Lad-Lima"), The Midland Grocery Company, an Ohio corporation
("Midland"), and Spring Lake Merchandise, Inc., an Ohio corporation
("Merchandise" and, together with Scot Lad-Lima and Midland, the "Guarantors"),
in connection with the Guarantors proposed guarantees, along with guarantees
issued by the other guarantors under the Indenture (as defined below), of
$225,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes,
due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued
by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333-97623), 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 supplemented or amended to the date hereof, 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"), as well as by other guarantees issued by other guarantors under
the Indenture. The Exchange Notes and the Guarantees are to be issued pursuant
to the Indenture, dated as of June 6, 2002, among the Issuer, the Guarantors and
BNY Midwest Trust Company (the "Indenture").
In connection with this opinion, we have examined originals or certified,
conformed or reproduction copies of, and have relied upon the accuracy of,
without independent verification or investigation, the following (and only the
following): (i) copies of the Articles of Incorporation and the Regulations of
the Guarantors, as provided to us by counsel to the Issuer on November 4, 2002,
(ii) copies of the resolutions adopted by the Board of Directors of each of the
Guarantors with respect to the issuance of the Guarantees, as provided to us by
counsel to the Issuer on November 4, 2002, (iii) Certificates of Good Standing,
dated November 6, 2002, issued by the Secretary of State of the State of Ohio,
with respect to each of the Guarantors, and (iv) the Indenture.
Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
November 6, 2002
Page 2
In our examinations, we have assumed (i) the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
and the authenticity of such originals of such latter documents; (ii) the due
authorization, completion, execution, and acknowledgment as indicated thereon
and delivery by all parties thereto, except for the Guarantors, of all documents
and instruments (including, without limitation, the Indenture) and of the
consideration recited therein; (iii) that each of the parties, other than the
Guarantors, to the Indenture has the full power, authority and legal right under
its charter and other governing documents, corporate, trust or other (as
appropriate) legislation, and applicable laws and regulations to execute and
perform its obligations under all documents and instruments executed by it in
connection with the transactions which are the subject of the Indenture and the
Registration Statement; (iv) that when duly authorized, executed and delivered,
the Indenture will constitute the legal, valid and binding obligation of each of
the parties thereto, enforceable against each in accordance with its terms; and
(v) that the Articles of Incorporation and the Regulations of each of the
Guarantors and the resolutions adopted by the Board of Directors of each of the
Guarantors reviewed by us have not been amended, modified or rescinded, and no
action in contemplation of the dissolution or liquidation of any of the
Guarantors has been taken by any of the shareholders, directors or officers of
any of the Guarantors.
We have made no examination of the character, organization, activities or
authority of any party, other than the Guarantors, to the Indenture or any other
document, agreement or instrument which might have any effect upon our opinions
expressed herein, and we have neither examined, nor do we opine upon, any
provision or matter to the extent that the examination or opinion would require
a financial, mathematical or accounting calculation or determination.
As used herein, the phrase "duly authorized" refers and is limited to the
Ohio General Corporation Law and the Articles of Incorporation and the
Regulations of each Guarantor.
Subject to the assumptions, qualifications and limitations which are
identified in this letter, we advise you that:
1. Each of the Guarantors is a corporation existing and in good standing
under the laws of the State of Ohio.
2. Each of the Guarantors has the requisite corporate power and authority
to execute and deliver the Indenture and to perform its obligations
thereunder.
3. The execution and delivery of the Indenture by each of the Guarantors,
and the performance of its obligations thereunder, has been duly
authorized by each such Guarantor, and does not conflict with such
Guarantor's Articles of Incorporation or Regulations or any applicable
provision of state law or require any consent of any governmental
authority.
Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
November 6, 2002
Page 3
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby 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.
The opinions expressed above are subject to the following additional
qualifications:
We express no opinion as to (i) the enforceability of the Indenture or (ii)
the availability or realization of any of the remedies provided for or otherwise
set forth therein or applicable thereto.
All of our opinions are subject to the limitations, if any, of Title 11
U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium
or other laws affecting the enforcement of creditors' rights generally and by
principles of equity. In addition, certain remedial and other provisions of the
Indenture may be limited by (i) implied covenants of good faith, fair dealing
and commercially reasonable conduct, (ii) judicial discretion, in the instance
of multiple or equitable remedies, and (iii) public policy considerations or
court decisions which may limit the rights of parties to obtain indemnification
or contribution or to receive compensation in excess of actual loss or
reasonable expenses.
We have not conducted requisite factual or legal examinations, and
accordingly we express no opinion, with respect to the application, if any, of
laws concerning or promulgated by (a) environmental effects or agencies; (b)
industries the operations, financial affairs or profits of which are regulated
by the United States or the State of Ohio, to wit, banks and thrift
institutions, insurance and utilities under Title 49 of the Revised Code of Ohio
("R.C."); (c) fraudulent dispositions or obligations (Chapter 1336, R.C. and
Section 1313.56, R.C.); (d) federal, state or foreign securities laws or
compliance with any disclosure requirement or any prohibition against fraud or
misrepresentation; (e) political subdivisions of the State of Ohio; or (f) any
taxes or tax effects.
The opinions expressed herein are limited to the laws of the State of Ohio
having effect on the date hereof, and we express no opinion as to the laws of
any other jurisdiction.
This letter speaks as of the time of its delivery on the date it bears. We
do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which we did not have knowledge at that time,
by reason of any change subsequent to that time in any law other governmental
requirement or interpretation thereof covered by any of our opinions or advice,
or for any other reason.
This letter may be relied upon by the addressees only for the purpose cited
in the initial paragraph of this letter in response to which it has been
delivered. Without our written consent:
Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
November 6, 2002
Page 4
(i) the opinions express herein may not be relied upon, assigned, quoted or
otherwise used in any manner or for any purpose other than for the purpose set
forth hereinabove; (ii) this letter may not be cited or quoted in any financial
statement, offering memorandum, private placement memorandum or other similar
document other than as set forth above in connection with the Registration
Statement; (iii) this letter may not be cited or quoted in any other document or
communication which might encourage reliance upon this letter by any person or
for any purpose excluded by the restrictions in this paragraph; and (iv) copies
of this letter may not be furnished to anyone for purposes of encouraging such
reliance. The foregoing notwithstanding, Kirkland & Ellis, counsel to the
Issuer, may rely on this opinion to the same extent as if it were an addressee
hereof.
Respectfully submitted,
VORYS, SATER, SEYMOUR AND PEASE LLP