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Exhibit 5.1
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
December 15, 2000
TravelCenters of America, Inc.
24601 Center Ridge Road
Suite 200
Westlake, Ohio 44145-5634
Ladies and Gentlemen:
We have acted as counsel to TravelCenters of America, Inc., a
Delaware corporation (the "Company"), and to the subsidiaries of the Company
named in Schedule 1 hereto (the "Guarantors") in connection with the
Registration Statement on Form S-4 (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
issuance by the Company of $190,000,000 aggregate principal amount of 12-3/4%
Senior Subordinated Notes due 2009 (the "Exchange Securities") and the issuance
by the Guarantors of guarantees (the "Guarantees"), with respect to the Exchange
Securities. The Exchange Securities and the Guarantees will be issued under an
indenture (the "Indenture") dated as of November 14, 2000 among the Company, the
Guarantors and State Street Bank and
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TravelCenters of America, Inc. 2 December 15, 2000
Trust Company, as Trustee. The Exchange Securities will be offered by the
Company in exchange for $190,000,000 aggregate principal amount of its
outstanding 12-3/4% Senior Subordinated Notes due 2009 (the "Securities").
We have examined the Registration Statement and the Indenture,
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, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates 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 the Indenture is the valid and legally
binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange, the Exchange Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.
2. When (a) the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange and (b) the Guarantees have been duly issued, the
Guarantees will constitute valid and legally
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TravelCenters of America, Inc. 3 December 15, 2000
binding obligations of the Guarantors enforceable against the Guarantors in
accordance with their terms.
Our opinions set forth above are subject to the effects of (1)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (2)
general equitable principles (whether considered in a proceeding in equity or at
law) and (3) an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the law of the
State of New York , the Federal law of the United States, the Delaware General
Corporation Law, the Delaware Limited Liability Company Law and the Delaware
Revised Uniform Limited Partnership Act.
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 "Experts" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
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TravelCenters of America, Inc. 4 December 15, 2000
SCHEDULE 1
TA Operating Corporation
TA Travel, L.L.C.
TA Licensing, Inc.
TravelCenters Realty, Inc.
TravelCenters Properties, L.P.
