EXHIBIT 5.1
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
October 15, 2002
Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75057
Re: $260,000,000 Aggregate Principal Amount of 9 7/8% Senior
Subordinated Notes due 2012
Ladies and Gentlemen:
In connection with the registration of $260,000,000 aggregate
principal amount of 9 7/8% Senior Subordinated Notes due 2012 (the "Securities")
by Fleming Companies, Inc., an Oklahoma corporation (the "Company"), and the
guarantees of the Securities (the "Guarantees") by the Company's wholly-owned
subsidiaries listed on Schedule A hereto (the "Guarantors"), under the
Securities Act of 1933, as amended, on Form S-4 filed with the Securities and
Exchange Commission (the "Commission") on July 11, 2002 (File No. 333-92262), as
amended by Amendment No. 1 filed with the Commission on September 9, 2002, as
amended by Amendment No. 2 filed with the Commission on October 8, 2002 and as
amended by Amendment No. 3 filed with the Commission on the date hereof
(collectively, the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below. The Securities and the Guarantees
will be issued pursuant to an indenture dated as of April 15, 2002, as
supplemented (the "Indenture") by and among the Company, the Guarantors and
Manufacturers and Traders Trust Company, as trustee (the "Trustee"). The
Securities and the Guarantees will be issued in exchange for the Company's
outstanding 9 7/8% Senior Subordinated Notes due 2012 (the "Old Notes") on the
terms set forth in the prospectus contained in the Registration Statement and
the Letter of Transmittal filed as an exhibit thereto. The Indenture, the
Securities and the Guarantees are sometimes referred to herein collectively as
the "Operative Documents." Capitalized terms used herein without definition have
the meanings assigned to them in the Indenture.
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Securities and the Guarantees, respectively. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
LATHAM & WATKINS
Fleming Companies, Inc.
October 15, 2002
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York, and, solely with
respect to paragraph 2, the internal laws of the State of California, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction. McAfee & Taft has separately
provided to you an opinion with respect to the due incorporation or formation,
valid existence and good standing of each of the Company and the Guarantors
(other than the California Guarantors, as defined below) and the authorization
of the Operative Documents, and the execution and delivery of the Indenture.
With your permission and the permission of McAfee & Taft, we have assumed that
such opinion is correct.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that as of the date hereof:
1. The Securities, when executed, authenticated and delivered
by or on behalf of the Company against the due tender and delivery to the
Trustee of the Old Notes in an aggregate principal amount equal to the aggregate
principal amount of the Securities, will be the legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
2. Each of the Guarantees to be executed and delivered by
Richmar Foods, Inc., Core-Mark Interrelated Companies, Inc., C/M Products, Inc.,
Marquise Ventures Company, Inc., General Acceptance Corporation and ASI Office
Automation, Inc. (each a "California Guarantor" and collectively, the
"California Guarantors") has been duly authorized by all necessary corporate
action of the respective California Guarantor.
3. Each of the Guarantees, when executed in accordance with
the terms of the Indenture and upon due execution, authentication and delivery
of the Securities against the due tender and delivery to the Trustee of the Old
Notes in an aggregate principal amount equal to the aggregate principal amount
of the Securities, will be the legally valid and binding obligation of the
respective Guarantor, enforceable against such Guarantor in accordance with its
terms.
The opinions rendered in paragraphs 1 and 3 relating to the
enforceability of the Securities and the Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to or affecting the rights or remedies
of creditors, (ii) the effect of general principles of equity, including whether
acceleration of the Securities may affect the collectibility of that portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought; and (iii) we express no opinion concerning the
enforceability of the Company's obligation to offer to repurchase the Securities
upon the occurrence of a Change of Control (as such term is defined in the
Indenture) pursuant to Section 4.14 of the Indenture.
To the extent that the obligations of the Company and the
Guarantors under the Operative Documents to which each is a party may be
dependent upon such matters, we assume for purposes of this
LATHAM & WATKINS
Fleming Companies, Inc.
October 15, 2002
Page 3
opinion that: (i) all parties to the Operative Documents have complied with any
applicable requirement to file returns and pay taxes under the Franchise Tax Law
of the State of California; (ii) the Trustee (a) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) is duly qualified to engage in the activities contemplated by
the Indenture, (c) has the requisite organizational and legal power and
authority to perform its obligations under each Operative Document to which it
is a party, and (d) has duly authorized, executed and delivered each such
Operative Document; (iii) the Indenture constitutes the legally valid, binding
and enforceable obligation of the Trustee enforceable against the Trustee in
accordance with its terms; and (iv) the Trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ Latham & Watkins
SCHEDULE A
GUARANTORS
<Table>
<Caption>
NAME JURISDICTION OF ORGANIZATION
---- ----------------------------
ABCO Food Group, Inc. Nevada
ABCO Markets, Inc. Arizona
ABCO Realty Corp. Arizona
AG, L.L.C. Oklahoma
American Logistics Group, Inc. Delaware
ASI Office Automation, Inc. California
Baker's Food Group, Inc. Nevada
Cardinal Wholesale, Inc. Minnesota
C/M Products, Inc. California
Core-Mark International, Inc. Delaware
Core-Mark Interrelated Companies, Inc. California
Core-Mark MidContinent, Inc. Arkansas
Dunigan Fuels, Inc. Texas
E.A. Morris Distributors Ltd. Canada
FAVAR CONCEPTS, LTD. Delaware
Fleming Food Management Co., L.L.C. Oklahoma
Fleming Foods of Texas, L.P. Oklahoma
Fleming International Ltd. Oklahoma
Fleming Supermarkets of Florida, Inc. Florida
Fleming Transportation Service, Inc. Oklahoma
Fleming Wholesale, Inc. Nevada
Food 4 Less Beverage Company, Inc. Texas
FuelServ, Inc. Delaware
Gateway Insurance Agency, Inc. Wisconsin
General Acceptance Corporation California
Head Distributing Company Georgia
LAS, Inc. Oklahoma
Marquise Ventures Company, Inc. California
Minter-Weisman Co. Minnesota
Piggly Wiggly Company Oklahoma
Progressive Realty, Inc. Oklahoma
Rainbow Food Group, Inc. Nevada
Retail Investments, Inc. Nevada
Retail Supermarkets, Inc. Texas
RFS Marketing Services, Inc. Oklahoma
Richmar Foods, Inc. California
Scrivner Transportation, Inc. Oklahoma
</Table>