Exhibit 5.4
[LETTERHEAD OF Mika Meyers Beckett & Jones PLC]
January 27, 2003
Midland Grocery of Michigan, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 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 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 an additional
$75,000,000 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, originally filed with the Securities and
Exchange Commission (the "Commission") on January 28, 2003, 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.
Midland Grocery of Michigan, Inc.
January 27, 2003
Page 2
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 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
Midland Grocery of Michigan, Inc.
January 27, 2003
Page 3
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 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,
Mika Meyers Beckett & JONES PLC