<PAGE> 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"), in connection with the Registration
Statement on Form S-1 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, relating to the resale of 760,000 warrants to purchase
shares of common stock at an exercise price of $0.001 per share (the "Warrants")
previously issued by the Company and the issuance of 277,165 shares of Common
Stock, par value $0.00001 per share (the "Shares") issuable upon exercise of
such Warrants.
We have examined the Registration Statement, 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.
<PAGE> 2
TravelCenters of America, Inc. -2- December 15, 2000
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.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. The Warrants have been duly authorized, executed and
issued by the Company and constitute valid and legally binding obligations of
the Company, enforceable against the Company in accordance with the their terms
and entitled to the benefits of the Warrant Agreement, dated as of November 14,
2000, (the "Warrant Agreement") between the Company and State Street Bank and
Trust Company, as Warrant Agent.
2. The Shares initially issuable upon exercise of the
Warrants have been duly authorized and reserved for issuance upon such exercise
and, when issued and delivered in accordance with the Warrants and the Warrant
Agreement, will be validly issued, fully paid and non-assessable.
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 and the Delaware General Corporation Law.
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
