Attached files
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S-1/A - S-1 AMENDMENT NO. 5 - Aramark | d574424ds1a.htm |
Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
December 10, 2013
ARAMARK Holdings Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Ladies and Gentlemen:
We have acted as counsel to ARAMARK Holdings Corporation, a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (File No. 333-191057) (as amended, the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to the issuance by the Company of an aggregate of 36,250,000 shares of Common Stock, par value $0.01 per share (together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the Shares), up to 28,000,000 Shares of which are being offered by the Company (the Company Shares), up to 8,250,000 Shares of which are being offered by certain stockholders (the Selling Stockholders) of the Company (the Selling Stockholders Firm Shares) and up to 5,437,500 Shares of which may be purchased by the underwriters pursuant to an option to purchase additional shares granted by the Selling Stockholders (together with the Selling Stockholders Firm Shares, the Selling Stockholders Shares).
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SIMPSON THACHER & BARTLETT LLP |
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We have examined the Registration Statement and a form of the Amended and Restated Certificate of Incorporation of the Company (the Amended Certificate), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (1) (A) when the Amended Certificate has been duly filed with the Secretary of State of the State of Delaware and (B) upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the Board, the Company Shares will be validly issued, fully paid and nonassessable and (2) the Selling Stockholders Shares are validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
SIMPSON THACHER & BARTLETT LLP |
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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |