Exhibit 5.1
September 8, 1999
Uno Restaurant Corporation
100 Charles Park Road
West Roxbury, MA 02132
RE: Uno Restaurant Corporation
Registration Statement On Form S-2
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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 with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-2 (the "Registration
Statement") relating to an aggregate of 2,000,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value ("Common Stock").
Pursuant to the Registration Statement and an underwriting agreement by
and between the Company, BancBoston Robertson Stephens and U.S. Bancorp Piper
Jaffray Inc. (the "Underwriters"), and certain of the Company's stockholders
(the "Selling Stockholders") in substantially the form filed as Exhibit 1.1 to
the Registration Statement (the "Underwriting Agreement"), the Company proposes
to sell to the Underwriters up to 1,000,000 Shares of Common Stock and the
Selling Stockholders propose to sell to the Underwriters up to 1,000,000 shares
of Common Stock. This opinion is being rendered in connection with the filing of
the Registration Statement.
In connection with this Opinion Letter, we have examined the 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, and we have not 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 opinions hereafter expressed, whether or not
qualified by language such as "to our knowledge," are based solely upon (1) our
review of the Documents and (2) 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
Uno Restaurant Corporation
September 8, 1999
Page 2
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 opinions hereafter expressed are
based upon those assumptions. For purposes of those assumptions, the Enumerated
Party referred to in Schedule B is the Company.
Our opinions hereafter expressed are 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 opinions 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 to be sold by the Company under the circumstances
contemplated in the Registration Statement are duly authorized and, when
delivered pursuant to the Underwriting Agreement, will be validly issued, fully
paid and nonassessable.
2. The Shares to be sold by the Selling Stockholders under the
circumstances contemplated in the Registration Statement are duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 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
By: BROWN, RUDNICK, FREED &
GESMER, P.C., a partner
By: /s/ Steven R. London
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Steven R. London, a Member
Duly Authorized
Uno Restaurant Corporation
September 8, 1999
Page 3
SCHEDULE A
LIST OF DOCUMENTS
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In connection with the Opinion Letter to which this Schedule A is
attached, we have reviewed the Documents set forth below. However, except as
otherwise expressly indicated, we have not reviewed any other documents,
instruments or agreements referred to in or listed upon any of the following
Documents.
(i) the Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of Delaware, and a certificate
of the Secretary of the Company to the effect 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) copies of certain votes of the board of directors of the Company,
certified by the Secretary of the Company as presently being in effect;
(iv) a certificate dated as of a recent date of the Secretary of State
of the State of Delaware as to the good standing of the Company;
(v) the Registration Statement; and
(vi) the Underwriting Agreement.
Uno Restaurant Corporation
September 8, 1999
Page 4
SCHEDULE B
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
In rendering legal opinions in third party transactions, Brown, Rudnick,
Freed & Gesmer 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.