Attached files
file | filename |
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S-1 - FORM S-1 - Real Mex Restaurants, Inc. | a54222orsv1.htm |
EX-23.2 - EX-23.2 - Real Mex Restaurants, Inc. | a54222orexv23w2.htm |
EX-23.1 - EX-23.1 - Real Mex Restaurants, Inc. | a54222orexv23w1.htm |
Exhibit 5.1
[LOEB & LOEB LLP LETTERHEAD]
November 5, 2009
Real Mex Restaurants, Inc.
5660 Katella Avenue, Suite 100
Cypress, California 90630
5660 Katella Avenue, Suite 100
Cypress, California 90630
Ladies and Gentlemen:
We have acted as counsel to Real Mex Restaurants, Inc., a Delaware corporation (the
Company), and to the guarantors set forth on Schedule A attached hereto (individually, a
Guarantor and collectively, the Guarantors) in connection with the Registration Statement on
Form S-1 (the Registration Statement) filed by the Company and the Guarantors with the Securities
and Exchange Commission (the Commission) under the Securities Act of 1933, as amended, relating
to the registration by the Company and the Guarantors of resales by
the selling securityholders
named therein of up to $13,000,000 principal amount of 14% Senior Secured Notes due 2013 of the
Company (the Securities) and of the guarantees (the Guarantees) of the Guarantors with respect
to the Securities. The Securities and the Guarantees were issued under an indenture (the
Indenture) dated as of July 7, 2009, by and among the Company, the Guarantors and Wells Fargo
Bank, National Association, as trustee.
We have examined the Registration Statement, the Indenture and the form of note representing
the Securities, which have been filed with the Commission as exhibits to the
Registration Statement. We also have examined the originals, or duplicates or certified or
conformed copies, of such corporate, limited liability company and other 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 and the Guarantors.
In rendering the opinions 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. We
also have assumed that (1) the Indenture is the valid and legally binding obligation of the Trustee
and (2) the Securities have been duly authenticated by the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that:
1. The Securities constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
2. The Guarantees constitute valid and legally binding obligations of the Guarantors
enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of (i) the State of
New York and (ii) the Delaware General Corporation Law and the Delaware Limited Liability Company
Act (including, in both cases, the statutory provisions, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5 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/ Loeb & Loeb LLP | ||||
LOEB & LOEB LLP |
Schedule A
Guarantors
State of | ||
Incorporation | ||
Name | of Organization | |
Acapulco Restaurants, Inc.
|
Delaware | |
El Torito Restaurants, Inc.
|
Delaware | |
El Torito Franchising Company
|
Delaware | |
El Paso Cantina, Inc.
|
California | |
Murray Pacific
|
California | |
TARV, Inc.
|
California | |
ALA Design, Inc.
|
California | |
Acapulco Restaurant of Westwood, Inc.
|
California | |
Acapulco Restaurant of Moreno Valley, Inc.
|
California | |
Acapulco Restaurant of Ventura, Inc.
|
California | |
Acapulco Restaurant of Downey, Inc.
|
California | |
Acapulco Mark Corp.
|
Delaware | |
Real Mex Foods, Inc.
|
California | |
CKR Acquisition Corp.
|
Delaware | |
Chevys Restaurants, LLC
|
Delaware | |
RM Restaurant Holding Corp.
|
Delaware |