Exhibit 5.4
November 6, 2002
Midland Grocery of Michigan, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Re: Registration Statement on Form S-4, Registration No. 333-97623
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Midland Grocery of Michigan, Inc., a Michigan corporation (the "Guarantor"),
in connection with the Guarantor's proposed guarantee, along with 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, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantor (the "Guarantee"). The Exchange Notes and the
Guarantee are to be issued pursuant to the Indenture (as supplemented, the
"Indenture"), dated as of June 6, 2002, among the Issuers, the Guarantor, the
other guarantors under the Indenture, and BNY Midwest Trust Company.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of only the following items: (i) the
Articles of Incorporation and By-Laws of the Guarantor, (ii) minutes and records
of the corporate proceedings of the Guarantor with respect to the issuance of
the Guarantee, (iii) the Registration Statement and (iv) the Indenture.
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 legal capacity of
all natural persons, 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 Guarantor
and the due authorization, execution and
Midland Grocery of Michigan, Inc.
November 6, 2002
Page 2
delivery of all documents by the parties thereto other than the Guarantor. We
have also assumed that any interest charged, taken or received in connection
with all obligations of the Issuer under the Exchange Notes (including all
amounts deemed to be interest under the laws of Michigan whether or not
specifically designated as "interest") will not, at any time while any portion
of the Exchange Notes is outstanding, either (A) exceed the rate of 25% simple
interest per annum, or (B) with respect to interest on due but unpaid
installments of interest, exceed the rate of 10% if stated, or 7% if unstated,
simple interest per annum. 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
Guarantor 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), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, (iv) laws, regulations and policies concerning state and local
emergency, (v) laws, regulations and policies concerning judicial deference to
acts of sovereign states, (vi) criminal and civil forfeiture laws, and (vii) any
law other than the laws of the State of Michigan and the Michigan case law
decided thereunder.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
1. The Guarantor is duly incorporated, validly existing and in good
standing under the laws of the State of Michigan.
2. The Guarantor 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 the Guarantor, and the
performance of its obligations thereunder, has been duly authorized by
the Guarantor, and does not conflict with the Guarantor's articles of
incorporation, bylaws or any applicable provision of Michigan law or
require any consent of any Michigan governmental authority.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.4 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
Midland Grocery of Michigan, Inc.
November 6, 2002
Page 3
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion is limited in all respects to laws of the State of Michigan and facts
existing on the date hereof, and we do not undertake to advise you, or to revise
or supplement this opinion, with respect to any changes in such facts or laws of
the State of Michigan which may occur after the date hereof 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.
Yours very truly,
/s/ Mika, Meyers, Beckett & Jones, PLC