August 6, 1999
Archibald Candy Corporation
1137 West Jackson Boulevard
Chicago, Illinois 60607
Re: Registration Statement on Form S-4
of Archibald Candy Corporation and the
Guarantors (as defined below)
Ladies and Gentlemen:
We have acted as special counsel to Archibald Candy Corporation, an
Illinois corporation (the "COMPANY"), and certain of its subsidiaries (the
"GUARANTORS") in connection with the preparation of the Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") filed on behalf of the
Company and the Guarantors with the Securities and Exchange Commission (the
"COMMISSION") relating to the registration of $40,000,000 aggregate principal
amount of the Company's 10-1/4% Series B Senior Secured Notes due 2004 (the
"REGISTERED NOTES") and the guarantees (the "Guarantees") thereof by the
Guarantors, which are to be offered in exchange for an equivalent principal
amount of the Company's currently outstanding 10-1/4% Series A Senior Secured
Notes due 2004 (the "UNREGISTERED NOTES") and the Guarantees thereof by the
Guarantors, all as more fully described in the Registration Statement. The
Registered Notes will be issued under the Company's Indenture dated as of
July 2, 1997 between the Company and The Bank of New York, as trustee (the
"TRUSTEE"), as amended by the First Supplemental Indenture dated as of
December 7, 1998 among the Company, the Guarantors and the Trustee and the
Second Supplemental Indenture dated as of June 8, 1999 among the Company, the
Guarantors and the Trustee (the "INDENTURE").
This opinion letter is delivered in accordance with the requirements of
Item 601 (b) (5) of Regulation S-K under the Securities Act of 1933, as
amended (the "SECURITIES ACT").
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission and as amended through the date hereof; (ii) the Articles of
Incorporation of the Company, as currently in effect; (iii) the Certificate
of Incorporation of each of the Guarantors, as currently in effect; (iv) the
By-laws of the Company and each of the Guarantors, as currently in effect;
(v) the Indenture; (vi) the form of the Registered Notes; and (vii) resolutions
August 6, 1999
Page 2
of the Boards of Directors of the Company and each of the Guarantors relating
to, among other things, the issuance and exchange of the Registered Notes for
the Unregistered Notes, the issuance of the Guarantees and the filing of the
Registration Statement. We also have examined such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification
upon oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.
Based upon and subject to the foregoing, we are of the opinion that:
1. The issuance and exchange of the Registered Notes for the
Unregistered Notes and the issuance of the Guarantees have been duly
authorized by requisite corporate action on the part of the Company and the
Guarantors, respectively.
2. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), shall have become effective under
the Securities Act, (ii) the Registered Notes are duly executed and
authenticated in accordance with the provisions of the Indenture, and (iii)
the Registered Notes shall have been issued and delivered in exchange for the
Unregistered Notes pursuant to the terms set forth in the Prospectus, the
Registered Notes and the Guarantees will be valid and binding obligations of
the Company and the Guarantors, respectively, entitled to the benefits of the
Indenture and enforceable against the Company and the Guarantors,
respectively, in accordance with their terms, except to the extent that the
enforceability thereof may be limited by (x) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (y)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
The foregoing opinions are limited to the laws of the United States, the
States of Illinois and New York and the General Corporation Law of the State
of Delaware. We express no opinion as to the application of the securities
or blue sky laws of the various states to the issuance or exchange of the
Registered Notes.
We hereby consent to the reference to our firm under the headings "Legal
Matters" and "Material United States Federal Income Tax Considerations" in the
Prospectus and to the filing of this opinion letter with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section
7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn