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EXHIBIT (5)(a)
Opinion of Brown, Rudnick, Freed & Gesmer, P.C.
April 7, 1998
Uno Restaurant Corporation
100 Charles Park Road
West Roxbury, MA 02132
RE: Uno Restaurant Corporation
Registration Statement on Form S-8
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Dear Ladies and Gentlemen:
We have acted as legal counsel to Uno Restaurant Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to 1,075,000 shares of the Company's Common Stock, $.01
par value (the "Shares").
The Shares are to be issued upon exercise of options granted pursuant to
the: (1) Uno Restaurant Corporation 1997 Key Officer Stock Option Plan; and (2)
Uno Restaurant Corporation 1997 Non-Qualified Stock Option Plan for Non-Employee
Directors (together, the "Plans").
In connection with this Opinion Letter, we have examined the Registration
Statement and the other documents listed on SCHEDULE A attached hereto
(collectively, the "Documents"). We have not made any independent review or
investigation of orders, judgments, rules or other regulations or decrees by
which the Company or any of its property may be bound, nor have we made any
independent investigation as to the existence of actions, suits, investigations
or proceedings, if any, pending or threatened against the Company.
With your concurrence, the opinion hereafter expressed is based solely upon
(i) our review of the Documents, (ii) discussions with certain officers of the
Company with respect to the Documents, (iii) discussions with those of our
attorneys who have given substantive legal representation to the Company in
connection with the Registration Statement, and (iv) such review of published
sources of law as we have deemed necessary.
This firm, in rendering legal opinions, customarily makes certain
assumptions which are described in SCHEDULE B hereto. In the course of our
representation of the Company in connection with the Registration Statement,
nothing has come to our attention which causes us to believe reliance upon any
of those assumptions is inappropriate, and, with your concurrence, the opinion
hereafter expressed is based upon those assumptions. For purposes of those
assumptions, the Enumerated Party referred to in SCHEDULE B is the Company.
Our opinion hereafter expressed is limited to the laws of the Commonwealth
of Massachusetts, Federal law and the General Corporation Law of the State of
Delaware. We express no legal opinion upon any matter other than as explicitly
addressed in numbered paragraph 1 below, and our express opinion therein
contained shall not be interpreted to be implied opinions upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Shares have been duly authorized, and when issued in accordance with
the terms of the Plans, will be validly issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: Brown, Rudnick, Freed & Gesmer, P.C.
a partner
By: /s/ Steven R. London
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Steven R. London, duly authorized
SRL/JGN/TDL
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SCHEDULE A
LIST OF DOCUMENTS
In connection with the Opinion Letter to which this Schedule A is attached,
we have reviewed the following Documents. However, except as otherwise expressly
indicated, we have not reviewed any documents, instruments or agreements
referred to in or listed upon any of the following Documents:
(i) a copy of the Restated Certificate of Incorporation of the Company, as
amended, as certified by the Secretary of State of the State of Delaware and a
certificate of the Secretary of the Company that there have been no further
amendments thereto;
(ii) a copy of the Amended and Restated By-laws of the Company, certified
by the Secretary of the Company as presently being in effect;
(iii) the corporate minute books or other records of the Company pertaining
to the proceedings of the stockholders and directors of the Company and a
certificate of the Secretary of the Company as to certain resolutions of the
directors of the Company;
(iv) a certificate dated as of April 7, 1998 of the Secretary of State of
the State of Delaware as to the good standing of the Company;
(v) the Plans; and
(vi) the Registration Statement.
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SCHEDULE B
BROWN, RUDNICK, FREED & GESMER, P.C.
GOOD STANDING ASSUMPTIONS
In rendering legal opinions in third party transactions, Brown, Rudnick,
Freed & Gesmer, P.C. makes certain customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient
legal capacity to enter into such Documents.
2. Each person, other than the Enumerated Party, has all requisite power
and authority and has taken all necessary corporate or other action to
enter into the Documents to which it is a party, or by which it is
bound, to the extent necessary to make the Documents enforceable
against it.
3. Each person other than the Enumerated Party has complied with all
legal requirements pertaining to its status as such status relates to
its rights to enforce the Documents against the Enumerated Party.
4. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all
signatures are genuine.
5. All official public records are accurate, complete and properly
indexed and filed.
6. There has not been any mutual mistake of fact or misunderstanding,
fraud, duress, or undue influence by or among any of the parties to
the Documents.
7. The conduct of the parties to the Documents has complied in the past
and will comply in the future with any requirement of good faith, fair
dealing and conscionability.
8. The Enumerated Party will obtain all permits and governmental
approvals required in the future and take all actions similarly
required relevant to its performance of its obligations under the
Documents.
9. All parties to or bound by the Documents will act in accordance with,
and will refrain from taking any action that is forbidden by, the
terms and conditions of the Documents.
10. There are no agreements or understandings among the parties to or
bound by the Documents not reflected in the Documents, and there is no
usage of trade or course of prior dealing among such parties, that
would define, modify, waive, or qualify the terms of any of the
Documents.
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