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December 22, 2003
Morton's Restaurant Group, Inc.
3333 New Hyde Park Road
New Hyde Park, NY 11042
Ladies and Gentlemen:
We have acted as special counsel for Morton's Restaurant Group,
Inc., a Delaware corporation (the "Company"), and those of its subsidiaries
listed on Schedule A hereto (collectively, the "Subsidiary Guarantors") in
connection with the preparation and filing of a Registration Statement on Form
S-4 (the "Registration Statement") relating to the 7 1/2% Senior Secured Notes
due 2010, Series B, of the Company in the aggregate principal amount at maturity
of $105,000,000 (the "New Notes") and the guarantees of the New Notes (the "New
Guarantees") by the Subsidiary Guarantors. The New Notes and the New Guarantees
are to be offered by the Company and the Subsidiary Guarantors, respectively, in
exchange for $105,000,000 in aggregate principal amount at maturity of the
Company's outstanding 7 1/2% Senior Secured Notes due 2010, Series A and the
guarantees of those Notes by the Subsidiary Guarantors.
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,
telecopies or copies certified or otherwise identified to our satisfaction of
the Registration Statement and the indenture pertaining to the New Notes (the
"Indenture"). We have also examined originals, telecopies or copies certified or
otherwise identified for our satisfaction of such records of the Company and the
Subsidiary Guarantors and all agreements, certificates of public officials,
certificates of officers or representatives of the Company, the Subsidiary
Guarantors and others, and such other documents, certificates and corporate or
other records as we have deemed necessary or appropriate as a basis for this
opinion.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us certified or
photostatic copies and the authenticity of the originals of such latter
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Morton's Restaurant Group, Inc.
November 26, 2003
Page 2
documents. As to any facts material to this opinion that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and/or the Subsidiary
Guarantors.
Based on the foregoing, and having such regard for such legal
considerations as we deem relevant, we are of the opinion that:
(i) upon the issuance of the New Notes in the manner referred
to in the Registration Statement and in accordance with the terms and
conditions of and the procedures set forth in the Indenture, the New Notes
will be binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that the enforceability
thereof may be limited by general principles of equity, including, without
limitation, principles of reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law); and
(ii) upon the issuance of the New Guarantees by the Subsidiary
Guarantors in the manner referred to in the Registration Statement and in
accordance with the terms and conditions of and the procedures set forth in
the Indenture, each of the New Guarantees issued by the Subsidiary Guarantors
will be a binding obligation of the applicable Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms,
except to the extent that the enforceability hereof may be limited by general
principles of equity, including, without limitation, principles of
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in equity or at law).
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the reference to this firm under the heading "Legal Matters" in the
prospectus included therein. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
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SCHEDULE A
ENTITY NAME
Porterhouse, Inc.
Morton's of Chicago, Inc.
Morton's of Chicago/Addison, Inc.
Morton's of Chicago/Atlanta, Inc.
Morton's of Chicago/Baltimore, Inc.
Morton's of Chicago/Boca Raton, Inc.
Morton's of Chicago/Buckhead, Inc.
Morton's of Chicago/Chicago, Inc.
Morton's of Chicago/Cincinnati, Inc.
Morton's of Chicago/Clayton, Inc.
Morton's of Chicago/Cleveland, Inc.
Morton's of Chicago/Columbus Inc.
Morton's of Chicago/Dallas, Inc.
Morton's of Chicago/Denver, Inc.
Morton's of Chicago/Detroit, Inc.
Morton's of Chicago/Fifth Avenue, Inc.
Morton's of Chicago/Flamingo Road Corp.
Morton's of Chicago/Houston, Inc.
Morton's of Chicago/Miami, Inc.
Morton's of Chicago/Minneapolis, Inc.
Morton's of Chicago/Nashville, Inc.
Morton's of Chicago/North Miami Beach, Inc.
Morton's of Chicago/Orlando, Inc.
Morton's of Chicago/Palm Beach Inc.
Morton's of Chicago/Palm Desert, Inc.
Morton's of Chicago/Philadelphia, Inc.
Morton's of Chicago/Phoenix, Inc.
Morton's of Chicago/Pittsburgh, Inc.
Morton's of Chicago/Pittsburgh LLC
Morton's of Chicago/Portland, Inc.
Morton's of Chicago/Puerto Rico, Inc.
Morton's of Chicago/Rosemont, Inc.
Morton's of Chicago/Sacramento, Inc.
Morton's of Chicago/San Antonio, Inc.
Morton's of Chicago/San Diego, Inc.
Morton's of Chicago/San Francisco, Inc.
Morton's of Chicago/Santa Ana, Inc.
Morton's of Chicago/Scottsdale, Inc.
Morton's of Chicago/Seattle, Inc.
Morton's of Chicago/Virginia, Inc.
Morton's of Chicago/Washington D.C. Inc.
Morton's of Chicago/Washington Square, Inc.
Morton's of Chicago/Westbrook, Inc.
Porterhouse of Los Angeles, Inc.
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Entity Name
MOCGC Corp.
Addison Steakhouse, Inc.
Chicago Steakhouse, Inc.
Houston Steakhouse, Inc.
San Antonio Steakhouse, Inc.
Morton's of Chicago Holding, Inc.
Morton's of Chicago/Boston LLC
Arnie Morton's of Chicago/Burbank LLC
Morton's of Chicago/Charlotte LLC
Morton's of Chicago/Crystal City LLC
Morton's of Chicago/Denver Crescent Town Center, LLC
Arnie Morton's of Chicago/Figueroa LLC
Morton's of Chicago/Great Neck LLC
Morton's of Chicago/Hackensack LLC
Morton's of Chicago/Hartford LLC
Morton's of Chicago/Honolulu LLC
Morton's of Chicago/Indianapolis LLC
Morton's of Chicago/Jacksonville LLC
Morton's of Chicago/Kansas City LLC
Morton's of Chicago/King of Prussia LLC
Morton's of Chicago/Louisville LLC
Morton's of Chicago/New Orleans LLC
Morton's of Chicago/Reston LLC
Morton's of Chicago/Richmond LLC
Morton's of Chicago/Schaumburg LLC
Morton's of Chicago/Stamford LLC
Morton's of Chicago/White Plains LLC
Italian Restaurants Holding Corp.
Bertolini's Restaurants, Inc.
Bertolini's of Circle Centre, Inc.
Bertolini's/King of Prussia, Inc.
Bertolini's of Las Vegas, Inc.
Bertolini's at Village Square, Inc.