EXHIBIT 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY LLP]
October 26, 1998
Coyne International Enterprises Corp.
140 Cortland Avenue
Syracuse, NY 13221
Re: Coyne International Enterprises Corp., Blue Ridge Textile
Manufacturing, Inc., Clean Towel Service, Inc.,
Ohio Garment Rental, Inc. and Midway-CTS Buffalo, Ltd.
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as securities counsel to Coyne International Enterprises
Corp., a New York corporation (the "Issuer"), Blue Ridge Textile Manufacturing,
Inc., a Georgia corporation ("Blue Ridge"), Clean Towel Service, Inc., a Georgia
corporation ("Clean Towel"), Ohio Garment Rental, Inc., an Ohio corporation
("Ohio Garment") and Midway-CTS Buffalo, Ltd., a New York corporation ("Midway,"
and together with Blue Ridge, Clean Towel, Ohio Garment and Midway, the
"Guarantors," and together with the Issuer, Blue Ridge, Clean Towel, Ohio
Garment and Midway, the "Registrants") in connection with the proposed
registration by the Registrants of up to $75,000,000 in aggregate principal
amount of the Issuer's 113 Series B Senior Subordinated Notes due 2008 (the
"Exchange Notes"), pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission, under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"). The obligations of
the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the
"Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant
to the Indenture (the "Indenture"), dated as of June 26, 1998, among the
Issuers, the Guarantors and IBJ Schroeder Bank & Trust Company, as Trustee, in
exchange for and in replacement of the Issuer's outstanding 113 Series A Senior
Subordinated Notes due 2008 (the " Initial Notes"), of which $75,000,000 in
aggregate principal amount is outstanding. This opinion is being furnished
pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
Coyne International Enterprises Corp.
October 26, 1998
Page 2
In rendering this opinion, we have examined only the following documents:
(i) the Certificate of Incorporation, as amended, or the Articles of
Incorporation, as amended, as the case may be, of the Registrants; (ii) the By-
laws of the Registrants; (iii) minutes and records of the corporate proceedings
of the Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, respectively; (iv) the Indenture and (v) the Registration Statement.
We have not performed any independent investigation other than the document
examination described. Our opinion is, therefore, qualified in all respects by
the scope of that document examination. We make no representation as to the
sufficiency of our investigation for your purposes. We have assumed and relied,
as to questions of fact and mixed questions of law and fact, on the truth,
completeness, authenticity and due authorization of all certificates, documents
and records examined and the genuineness of all signatures.
This opinion is limited to the laws of the State of New York and no opinion
is expressed as to the laws of any other jurisdiction. We have with the
Company's consent relied in part upon the opinion of O'Hara, Hanlon, Knych &
Pobedinsky, LLP dated June 26, 1998, a copy of which was previously provided to
you, in providing the foregoing opinion.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective; (ii) the Board of
Directors and the appropriate officers of the Registrants have taken all
necessary action to fix and approve the terms of the Exchange Notes and the
Guarantees, respectively; (iii) the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended; and (iv) the Exchange Notes and the
Guarantees have been duly executed and authenticated in accordance with the
provisions of the Indenture and duly delivered to the purchasers thereof in
exchange for the Initial Notes, the Exchange Notes and the Guarantees will be
binding obligations of the Registrants.
The opinions expressed herein are qualified in all respects by, and
subject to, the following: (a) no opinion is rendered as to the availability of
equitable remedies including, but not limited to, specific performance and
injunctive relief; (b) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, fraudulent transfer, preference, moratorium and other
similar laws or equitable principles affecting creditors' rights or remedies;
(c) the effect of equitable subordination or any other doctrine which may
subordinate claims under the Indenture or the Initial Notes; (d) general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing; (e) the effect of
applicable law and court decisions which may now or hereafter limit or render
unenforceable certain rights and remedies; and (f) the application of a standard
of "good faith" or "commercial reasonableness" to any decisions, actions or
conduct under the Indenture. We have also assumed that the Indenture is valid
and legally binding upon and enforceable against the Trustee in accordance with
its terms.
Coyne International Enterprises Corp.
October 26, 1998
Page 3
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other
or more extensive opinion is intended, implied or to be inferred beyond the
matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus, which is part of the Registration Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY LLP