Exhibit 5.2
WHYTE
HIRSCHBOECK [LETTERHEAD OF WHYTE HIRSCHBOECK DUDEK S.C.]
DUDEK S.C.
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November 6, 2002
Roundy's, Inc.,
Holt Public Storage, Inc.
Insurance Planners, Inc.
I.T.A., Inc.
Jondex Corp.
Kee Trans, Inc.
Mega Marts, Inc.
Pick `n Save Warehouse Foods, Inc.
Ropak, Inc.
Rindt Enterprises, Inc.
Scot Lad Foods, Inc.
Shop-Rite, Inc.
The Copps Corporation
Ultra Mart Foods, Inc.
We are issuing this opinion letter in our capacity as special counsel for
Roundy's, Inc., a Wisconsin corporation (the "Issuer") and as special counsel to
each of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc.,
Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick `n Save Warehouse Foods,
Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite,
Inc., The Copps Corporation, and Ultra Mart Foods, Inc., which are all of the
wholly-owned subsidiaries of the Issuer that are organized under the laws of the
State of Wisconsin (the "Wisconsin Guarantors") 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 certain subsidiaries of the Issuer, including the Wisconsin Guarantors
(collectively, including such guarantees as are issued by non-Wisconsin
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.
WHYTE Roundy's, Inc.,
HIRSCHBOECK Wisconsin Guarantors
DUDEK S.C. November 6, 2002
Page 2
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In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, certificates of
public officers, corporate and other 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 Issuer and each of the Wisconsin Guarantors
(collectively hereinafter referred to as the "Wisconsin Registrants"), (ii)
Certificates of Status issued by the Wisconsin Department of Financial
Institutions as to the corporate status of each of the Wisconsin Registrants;
(iii) minutes and records of the corporate proceedings of the Wisconsin
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees issued by the Wisconsin Guarantors, (iv) the Indenture, and (v) 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 Wisconsin Registrants and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Wisconsin 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
Wisconsin Registrants and others.
Based upon and subject to the assumptions, qualifications and limitations
expressed herein:
1. Each of the Wisconsin Registrants is a corporation validly existing
under the laws of the State of Wisconsin.
2. Each of the Wisconsin Registrants 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 Wisconsin
Registrants and the performance of its obligations thereunder, has
been duly authorized by each such Wisconsin Registrant, and does not
conflict with such Wisconsin Registrant's Articles of Incorporation,
bylaws or any applicable provision of Wisconsin law or require any
consent of any governmental authority of the State of Wisconsin.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.2 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 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.
WHYTE Roundy's, Inc.,
HIRSCHBOECK Wisconsin Guarantors
DUDEK S.C. November 6, 2002
Page 3
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Our advice on every legal issue addressed in this letter is based
exclusively on the law of the State of Wisconsin.
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 State of Wisconsin 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, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.
WHYTE HIRSCHBOECK DUDEK S.C.
By: /S/ Andrew J. Guzikowski
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Andrew J. Guzikowski