EXHIBIT 5
[Letterhead of Dinsmore & Shohl LLP]
June 21, 2002
CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087
RE: Liquid Yield Option(TM)Notes due 2032 of CBRL Group, Inc.
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by CBRL Group, Inc., a Tennessee
corporation (the "Company"), and its subsidiaries with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations under the Act (the "Rules"), we have
been requested to render our opinion as to the matters set forth below. The
Registration Statement relates to the registration under the Act of the resale
of (i) $422,050,000 aggregate principal amount at maturity of the Liquid Yield
Option(TM) Notes due 2032 (the "LYONs") by certain selling securityholders, (ii)
4,582,788 shares (the "Shares") of the Company's common stock issuable upon
conversion of the LYONs, plus such additional indeterminate number of shares as
may become issuable upon conversion of the LYONs by reason of adjustment to the
conversion price, or upon redemption, in each case in certain circumstances, and
(iii) the guarantees (the "Guarantees") of the LYONs by the Company's
subsidiaries (the "Guarantors") named in the Indenture (as defined herein) and
the First Supplement to Indenture (as defined herein). The LYONs were issued
under an Indenture (the "Indenture") dated as of April 3, 2002, by and among the
Issuer, certain Guarantors which are party thereto and Wachovia Bank, National
Association, as trustee (the "Trustee"), as supplemented by that certain First
Supplement to Indenture (the "First Supplement to Indenture") dated as of June
19, 2002, by and among the Company, LRI Gift Card Management Co. and the
Trustee. Capitalized terms used and not otherwise defined in this letter have
the respective meanings given those terms in the Registration Statement.
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
(i) the Registration Statement;
(ii) the Indenture;
(iii) the First Supplement to Indenture;
(iv) the LYONs;
(v) the Guarantees; and
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June 21, 2002
(vi) the Registration Rights Agreement (the "Registration Rights
Agreement") dated as of April 3, 2002, by and among the
Company, the Guarantors which are party thereto and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as the initial purchaser (the "Initial
Purchaser").
In addition, we have examined such other certificates, agreements and
documents that we deemed relevant and necessary as a basis for our opinion.
In our examination of the documents referred to above, and in rendering
our opinion, we have assumed, without independent investigation, (i) the
genuineness of all signatures, (ii) the authenticity of all documents submitted
to us as originals, (iii) the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of validly existing agreements or other documents and the authenticity of
all the latter documents, (iv) that the statements regarding matters of fact in
the certificates, records, agreements, instruments and documents which we have
examined are accurate and complete, and (v) the legal capacity of all
individuals who have executed any of the documents which we examined.
We have also assumed that (i) the Company and the Guarantors are
validly existing and in good standing under the laws of their respective states
of organization, formation or incorporation, as the case may be, (ii) the
Company and the Guarantors have all necessary power and authority to enter into
and perform their respective obligations under the Registration Rights
Agreement, the Indenture, the First Supplement to Indenture and the LYONs, to
the extent they are parties thereto, (iii) the Indenture, the First Supplement
to Indenture, the Registration Rights Agreement, the LYONs and the Guarantees
have been duly executed and delivered by the parties thereto, and (iv) the
execution, delivery and performance by the Company and the Guarantors of the
Indenture, the First Supplement to Indenture, the Registration Rights Agreement,
the LYONs and the Guarantees, as applicable, have been duly authorized by all
necessary action and do not violate such Company's or Guarantors' organizational
documents or the laws of their respective states of organization, formation or
incorporation, as the case may be.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that as of the date
hereof:
1. The LYONs constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.
2. The Shares issuable upon conversion of the LYONs, when issued
upon conversion of the LYONs in accordance with the terms of the Indenture, will
be validly issued, fully paid and nonassessable.
3. The Guarantees constitute legally valid and binding
obligations of each of the Guarantors, enforceable against each of the
Guarantors in accordance with their terms.
Our opinions rendered in paragraphs 1 and 3 relating to the
enforceability of the LYONs and the Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of
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June 21, 2002
bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization,
moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors' rights and remedies generally and (ii) the effect of
general principles of equity, whether enforcement is considered in a proceeding
at law or in equity, and the discretion of the court before which any proceeding
therefor may be brought.
To the extent that the obligations of the Company and the Guarantors
under the Indenture and the First Supplement to Indenture, as applicable, may be
dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture and the First Supplement
to Indenture; that the Indenture and the First Supplement to Indenture have been
duly authorized, executed and delivered by the Trustee and constitute the
legally valid, binding and enforceable obligations of the Trustee enforceable
against the Trustee in accordance with their terms; that the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture and the First Supplement to Indenture.
Our opinions as set forth herein are limited to the laws of the State
of Tennessee. No opinion is given regarding the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not admit that we come within the category of persons whose
consent is required by the Act or the Rules.
Very truly yours,
/s/ John E. Barnes
DINSMORE & SHOHL LLP