1
May 9, 1995
Uno Restaurant Corporation
100 Charles Park Road
West Roxbury, MA 02132
Re: Registration Statement on Form S-2
File No. 33-
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Uno Restaurant Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-2
(the "Registration Statement") pursuant to which the Company is registering
under the Securities Act of 1933, as amended (the "Act"), a total of 2,300,000
shares of common stock, $.01 par value (the "Common Stock"). Pursuant to the
Registration Statement and an underwriting agreement (the "Underwriting
Agreement") by and between the Company and Montgomery Securities in
substantially the form filed as Exhibit 1.1 to the Registration Statement, the
Company proposes to sell to the Underwriters up to 2,300,000 shares of Common
Stock (the "Shares"). This opinion is being rendered in connection with the
filing of the Registration Statement. Unless otherwise indicated, capitalized
terms used herein shall have the meanings ascribed thereto in the Underwriting
Agreement.
For purposes of this opinion, we have assumed, without any
investigation, (i) the legal capacity of each natural person, (ii) the full
power and authority of each entity and person other than the Company to execute,
deliver and perform each document heretofore executed and delivered or hereafter
to be executed and delivered and to do each other act heretofore done or
hereafter to be done by such entity or person, (iii) the due authorization by
each entity or person other than the Company of each document heretofore
executed and delivered or hereafter to be executed and delivered and to do each
other act heretofore done or to be done by such entity or person, (iv) the due
execution and delivery by each entity or person other than the Company of each
document heretofore executed and delivered or hereafter to be executed and
delivered by such entity or person, (v) the legality, validity, binding effect
and enforceability as to each entity or person other than the Company of each
document heretofore executed and
2
Uno Restaurant Corporation
May 9, 1995
Page Two
delivered or hereafter to be executed and delivered and of each other act
heretofore done or hereafter to be done by such entity or person, (vi) the
genuineness of each signature on, and the completeness of each document
submitted to us as an original, (vii) the conformity to the original of each
document submitted to us as a copy, (viii) the authenticity of the original of
each document submitted to us as a copy, (ix) the completeness, accuracy and
proper indexing of all governmental and judicial records searched and (x) no
modification of any provision of any document, no waiver of any right or remedy
and no exercise of any right or remedy other than in a commercially reasonable
and con scionable manner and in good faith.
In connection with this opinion, we have examined the follow ing
(collectively, the "Documents"):
(i) the Restated Certificate of Incorporation of the Company, as
amended, as certified by the Secretary of State of the State of
Delaware;
(ii) the Amended and Restated Bylaws of the Company;
(iii) the corporate minute books or other records of the Company
pertaining to the proceedings of the stockholders and directors of
the Company;
(iv) a certificate dated May 3, 1995 of the Secretary of State of the
State of Delaware as to the good standing of the Company; and
(v) the form of Underwriting Agreement.
The opinions expressed herein are based solely upon (i) our review
of the Documents, (ii) discussions with Robert M. Brown, the Company's Chief
Financial Officer, (iii) the representations and warranties of the Company
contained in the Underwriting Agreement, (iv) discussions with those of our
attorneys who have devoted substantive attention to the matters contained
herein, and (v) such review of published sources of law as we have deemed
necessary.
Our opinions contained herein are limited to the laws of the
Commonwealth of Massachusetts, the general corporate laws of the State of
Delaware and the Federal law of the United States of America.
3
Uno Restaurant Corporation
May 9, 1995
Page Three
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing in the State of Delaware.
2. The Shares to be sold by the Company under the
circumstances contemplated in the Registration Statement are duly authorized
and, when delivered pursuant to the Underwriting Agreement, will be validly
issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an Exhibit
to said Registration Statement and to the reference to our firm wherever it
appears in the Registration Statement, including the prospectus constituting a
part thereof and any amendments thereto. This opinion may be used in connection
with the offering of the Shares only while the Registration Statement, as it may
be amended from time to time, remains in effect.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: BROWN, RUDNICK, FREED &
GESMER, P.C.
By: /s/ Steven R. London
--------------------------
Steven R. London, A Member
Duly Authorized
SRL/PJF/SPW/JRS