Exhibit 5.1
Opinion of Holland & Knight LLP
December 17, 2010
Burger King Corporation
Burger King Holdings, Inc.
Subsidiary Guarantors (as defined below)
5505 Blue Lagoon Drive
Miami, FL 33126
Ladies and Gentlemen:
We have acted as counsel to Burger King Corporation, a Florida corporation (“BKC”), Burger
King Holdings, Inc., a Delaware corporation (“Holdings”), and BK Acquisition, Inc., BK CDE, Inc.,
Burger King Interamerica, LLC, Burger King Sweden Inc., Distron Transportation Systems, Inc.,
Moxie’s, Inc., The Melodie Corporation, TPC Number Four, Inc. and TQW Company (the “Subsidiary
Guarantors”) in connection with the filing of a registration statement on Form S-4, as amended (the
“Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), relating to the offer to exchange (the “Exchange
Offer”) BKC’s $800,000,000 97/8% Senior Notes due 2018 that have been registered under the Act (the
“Exchange Notes”) for a like principal amount of BKC’s currently outstanding $800,000,000 97/8%
Senior Notes due 2018 (the “Original Notes”). The Original Notes are guaranteed, and the Exchange
Notes will be guaranteed (the “Exchange Note Guarantees”), jointly and severally, on a senior
unsecured basis by Holdings, and the Subsidiary Guarantors and future direct and indirect
subsidiaries that borrow under or guarantee any obligation under the New Credit Facilities or that
guarantee BKC’s indebtedness or indebtedness of another guarantor. The Original Notes were issued,
and the Exchange Notes will be issued, pursuant to an indenture dated October 19, 2010 (the
“Indenture”) among BKC, Holdings, the Subsidiary Guarantors and Wilmington Trust FSB, as trustee
(the “Trustee”).
In rendering the opinions expressed below, we have examined originals or copies of: (a) the
Registration Statement, in the form filed with the Commission; (b) the Registration Rights
Agreement, dated as of October 19, 2010, among BKC, Holdings, the Subsidiary Guarantors and the
several initial purchasers named therein; (c) the Indenture; (d) specimens of the certificates
representing the Exchange Notes; and (e) the other documents delivered by or on behalf of BKC,
Holdings and the Subsidiary Guarantors as of the date hereof in connection with the delivery of the
Exchange Notes. We have also examined such other instruments, corporate records, certificates of
public officials, certificates of officers or other representatives of BKC, Holdings, the
Subsidiary Guarantors and others and other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth herein.
We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of
all documents submitted to us as originals; (c) the conformity to authentic original documents of
all documents submitted to us as copies; (d) with respect to factual matters, the truth, accuracy
and completeness of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed as of their stated dates and as of the
date hereof; (e) the legal capacity of natural persons; (f) that the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and
enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms;
(g) that the Exchange Notes will be duly authenticated by the Trustee; and (h) the absence of any
evidence extrinsic to the provisions of the written agreements between the parties that the parties
intended a meaning contrary to that expressed by those provisions.
Based upon and subject to the foregoing, we are of opinion that following the effectiveness of
the Registration Statement and receipt by BKC of the Original Notes in exchange for the Exchange
Notes:
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the Exchange Notes, when duly executed and delivered by or on behalf of BKC in the form
contemplated by the Indenture upon the terms set forth in the Exchange Offer and
authenticated by the Trustee, will be binding obligations of BKC enforceable in accordance
with their terms; and |
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the Exchange Note Guarantees, when duly executed and delivered by or on behalf of
Holdings and the Subsidiary Guarantors in the form contemplated by the Indenture upon the
terms set forth in the Exchange Offer and authenticated by the Trustee, will be binding
obligations of Holdings and the Subsidiary Guarantors enforceable in accordance with their
terms. |
To the extent that the obligations of BKC, Holdings and the Subsidiary Guarantors under the
Indenture may be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing, and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the valid and binding obligation of the Trustee enforceable against
the Trustee in accordance with its terms; that the Trustee is in compliance, with respect to acting
as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee
has the requisite organizational and legal power and authority to perform its obligations under the
Indenture.
This opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws of general applicability, affecting or limiting the
rights of creditors, and general principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the
enforceability of agreements generally (regardless of whether considered in a proceeding in equity
or at law).
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the caption “Legal
Matters” in the prospectus constituting a part of the Registration Statement. In giving such
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