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EXHIBIT 5.1
[Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP]
, 1999
Richmont Marketing Specialists Inc.
17855 North Dallas Parkway
Suite 200
Dallas, Texas 75287
Re: Exchange Offer Offering
$100,000,000 Principal Amount of
10 1/8% Senior Notes due 2007
Richmont Marketing Specialists Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Richmont Marketing
Specialists Inc., a Delaware corporation (the "Company"), in connection with the
public offering of $100,000,000 aggregate principal amount of the Company's 10
1/8% Series B Senior Subordinated Notes Due 2007 (the "Exchange Notes"). The
Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the issued and outstanding 10
1/8% Series A Senior Subordinated Notes Due 2007 of the Company (the "Original
Notes"), and are to be governed by an Indenture dated as of December 19, 1997
(the "Indenture"), by and between the Company, certain wholly-owned subsidiaries
of the Company as guarantors and Chase Bank of Texas, National Association
(formerly known as Texas Commerce Bank National Association), as Trustee (the
"Trustee").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on
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Form S-4 (File No. 333-74261) relating to the Exchange Offer as filed with the
Securi ties and Exchange Commission (the "Commission") on March 11, 1999 under
the Act, Amendment No. 1 thereto, filed with the Commission on the date hereof,
(such Regis tration Statement, as so amended, being hereinafter referred to as
the "Registration State ment"); (ii) an executed copy of the Exchange and
Registration Rights Agreement dated December 19, 1997 (the "Registration Rights
Agreement"), by and among the Company, certain subsidiaries of the Company as
guarantors and Chase Securities Inc.; (iii) an exe cuted copy of the Indenture;
(iv) the Certificate of Incorporation of the Company, as amended to date; (v)
the By-Laws of the Company, as amended to date; (vi) certain resolutions adopted
by the Board of Directors of the Company, dated December 1, 1997, relating to,
among other things, the issuance of the Original Notes and the Exchange Notes,
the Indenture, the Exchange Offer and related matters; (vii) the form T-1 of the
Trustee filed as an exhibit to the Registration Statement; and (viii) the form
of the Exchange Notes included as an exhibit to the Indenture. We have also
examined origi nals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company, and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that such
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execu tion and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. As to any facts material to the opinions
expressed herein which we did not independently establish or verify, we have
relied upon oral or written statements and representations of officers, trustees
and other representatives of the Company and others.
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Our opinions set forth herein are limited to Delaware
corporate law and the laws of the State of New York which are normally
applicable to transactions of the type contemplated by the Exchange Offer and to
the extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-opined law on the opinions herein stated.
Based upon and subject to the foregoing and limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture and have been delivered upon consummation of the
Exchange Offer against receipt of Original Notes surrendered in exchange thereof
in accordance with the terms of the Exchange Offer, the Exchange Notes will be
valid and binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium, fraudulent con veyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
In rendering the foregoing, we have assumed that the execution
and delivery by the Company of the Exchange Notes and the Indenture and the
performance by the Company of its obligations thereunder do not and will not
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Company or any of its properties is subject (except that
we do not make the assumptions set forth in this clause (i) with respect to the
Certificate of Incorporation or By-Laws of the Company), (ii) any law, rule or
regulation to which the Company is subject (except that we do not make the
assumption set forth in this clause (ii) with respect to Delaware corporate law
and those laws, rules and regulations (other than securities and antifraud laws)
of the State of New York that, in our experience, are normally applicable to
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transactions of the type provided for by the Indenture and the Exchange Notes
(it being understood that we have made no special investigation with respect to
any other laws, rules or regulations)), (iii) any judicial or regulatory order
or decree of any governmental authority, or (iv) any consent, approval, license,
authorization or validation of, or filing, recording or registration with any
governmental authority.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,