EX-5.1 268 a2187180zex-5_1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

 

August 13, 2008

 

First Data Corporation

6200 South Quebec Street

Greenwood Village, Colorado 80111

 

Ladies and Gentlemen:

 

We have acted as counsel to First Data Corporation, a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedules I and II hereto (collectively, 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 $2,200,000,000 aggregate principal amount of 97/8% Senior Notes due 2015 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes.  The Exchange Notes and the Guarantees will be issued under an indenture dated as of October 24, 2007 (the “Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  The Company will offer the Exchange Notes in exchange for $2,200,000,000 aggregate principal amount of its outstanding 97/8% Senior Notes due 2015.

 

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 corporate 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 the Indenture is the valid and legally binding obligation of the Trustee.

 

We have assumed further that (1) each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”) has duly authorized, executed and delivered the Indenture in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and performance by each of the Schedule I Guarantors of the Indenture and the Exchange Notes and the Guarantees do not and will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or partnership agreement, as the case may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I Guarantor was organized or any other applicable law (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Company and each Guarantor of the Indenture, the Exchange Notes and the Guarantees do not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

 

1.             When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 

2.             When (a) the Exchange Notes 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 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

 

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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 express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indenture or the Exchange Notes that requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture.  In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of rights and defenses contained in Sections 4.15(2) 10.01 and 12.07 of the Indenture or (ii) Section 12.13 of the Indenture relating to severability.

 

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 (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

 

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

 

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Schedule I

 

Guarantors Incorporated or Formed in Jurisdictions Other Than

the State of Delaware or Constituting Delaware General Partnerships

or Delaware Limited Liability Partnerships

 

Entity Name

 

Jurisdiction of
Incorporation,
Organization or
Formation

Atlantic Bankcard Properties Corporation

 

North Carolina

CallTeleservices, Inc.

 

Nebraska

Cardservice International, Inc.

 

California

Concord Emerging Technologies, Inc.

 

Arizona

Concord Equipment Sales, Inc.

 

Tennessee

Concord Payment Services, Inc.

 

Georgia

Concord Transaction Services, LLC

 

Colorado

CTS Holdings, LLC

 

Colorado

CTS, Inc.

 

Tennessee

EFS Transportation Services, Inc.

 

Tennessee

EFTLogix, Inc.

 

Nevada

First Data Card Solutions, Inc.

 

Maryland

First Data Merchant Services Corporation

 

Florida

First Data Retail ATM Services L.P.

 

Texas

First Data Voice Services

 

Delaware

FundsXpress Financial Network, Inc.

 

Texas

Gibbs Management Group, Inc.

 

Georgia

Gift Card Services, Inc.

 

Oklahoma

H & F Services, Inc.

 

Tennessee

Intelligent Results, Inc.

 

Washington

IPS Inc.

 

Colorado

JOT, Inc.

 

Nevada

Linkpoint International, Inc.

 

Nevada

New Payment Services, Inc.

 

Georgia

PaySys International, Inc.

 

Florida

POS Holdings, Inc.

 

California

Shared Global Systems, Inc.

 

Texas

Size Technologies, Inc.

 

California

Southern Telecheck, Inc.

 

Louisiana

TASQ Technology, Inc.

 

California

Technology Solutions International, Inc.

 

Georgia

TeleCheck Holdings, Inc.

 

Georgia

TeleCheck International, Inc.

 

Georgia

TeleCheck Pittsburgh/West Virginia, Inc.

 

Pennsylvania

Unified Merchant Services

 

Georgia

 


 

Schedule II

 

Guarantors That Are Corporations, Limited Liability Companies or Limited Partnerships Incorporated or
Formed in the States of Delaware and New York

 

Entity Name

 

Jurisdiction of
Incorporation,
Organization or
Formation

Achex, Inc.

 

Delaware

Atlantic States Bankcard Association, Inc.

 

Delaware

B1 PTI Services, Inc.

 

Delaware

Bankcard Investigative Group Inc.

 

Delaware

Business Office Services, Inc.

 

Delaware

BUYPASS Inco Corporation

 

Delaware

Call Interactive Holdings LLC

 

Delaware

Cardservice Delaware, Inc.

 

Delaware

CESI Holdings, Inc.

 

Delaware

CIFS Corporation

 

Delaware

CIFS LLC

 

Delaware

Concord Computing Corporation

 

Delaware

Concord Corporate Services, Inc.

 

Delaware

Concord EFS Financial Services, Inc.

 

Delaware

Concord EFS, Inc.

 

Delaware

Concord Financial Technologies, Inc.

 

Delaware

Concord NN, LLC

 

Delaware

Concord One, LLC

 

Delaware

Concord Processing, Inc.

 

Delaware

Credit Performance Inc.

 

Delaware

DDA Payment Services, LLC

 

Delaware

DW Holdings, Inc.

 

Delaware

EPSF Corporation

 

Delaware

FDC International Inc.

 

Delaware

FDFS Holdings, LLC

 

Delaware

FDGS Holdings General Partner II, LLC

 

Delaware

FDGS Holdings, LLC

 

Delaware

FDGS Holdings, L.P.

 

Delaware

FDMS Partner, Inc.

 

Delaware

FDR Ireland Limited

 

Delaware

FDR Interactive Technologies Corporation

 

New York

FDR Limited

 

Delaware

FDR Missouri Inc.

 

Delaware

FDR Signet Inc.

 

Delaware

FDR Subsidiary Corp.

 

Delaware

First Data Aviation LLC

 

Delaware

First Data Capital, Inc.

 

Delaware

First Data Commercial Services Holdings, Inc.

 

Delaware

First Data Communications Corporation

 

Delaware

First Data Corporation

 

Delaware

 


 

First Data Digital Certificates Inc.

 

Delaware

First Data Financial Services, L.L.C.

 

Delaware

First Data Government Solutions, Inc.

 

Delaware

First Data Government Solutions, LLC

 

Delaware

First Data Government Solutions, L.P.

 

Delaware

First Data Integrated Services Inc.

 

Delaware

First Data Latin America Inc.

 

Delaware

First Data Merchant Services Northeast, LLC

 

Delaware

First Data Merchant Services Southeast, L.L.C.

 

Delaware

First Data Mobile Holdings, Inc.

 

Delaware

First Data Payment Services, LLC

 

Delaware

First Data Pittsburgh Alliance Partner Inc.

 

Delaware

First Data PS Acquisition Inc.

 

Delaware

First Data Real Estate Holdings L.L.C.

 

Delaware

First Data Resources, LLC

 

Delaware

First Data Secure LLC

 

Delaware

First Data Solutions L.L.C.

 

Delaware

First Data Technologies, Inc.

 

Delaware

First Data, L.L.C.

 

Delaware

FSM Services Inc.

 

Delaware

FundsXpress, Inc.

 

Delaware

FX Securities, Inc.

 

Delaware

Gratitude Holdings LLC

 

Delaware

ICVerify Inc.

 

Delaware

IDLogix, Inc.

 

Delaware

Initial Merchant Services, LLC

 

Delaware

Instant Cash Services, LLC

 

Delaware

IPS Holdings Inc.

 

Delaware

LoyaltyCo LLC

 

Delaware

MAS Inco Corporation

 

Delaware

MAS Ohio Corporation

 

Delaware

Money Network Financial, LLC

 

Delaware

National Payment Systems Inc.

 

New York

NPSF Corporation

 

Delaware

PayPoint Electronic Payment Systems, LLC

 

Delaware

QSAT Financial, LLC

 

Delaware

REMITCO LLC

 

Delaware

Sagebrush Holdings Inc.

 

Delaware

Sagetown Holdings Inc.

 

Delaware

Sageville Holdings LLC

 

Delaware

Star Networks, Inc.

 

Delaware

Star Processing, Inc.

 

Delaware

Star Systems Assets, Inc.

 

Delaware

Star Systems, Inc.

 

Delaware

Star Systems, LLC

 

Delaware

 


 

Strategic Investment Alternatives LLC

 

Delaware

SurePay Real Estate Holdings, Inc.

 

Delaware

SY Holdings, Inc.

 

Delaware

TASQ Corporation

 

Delaware

Taxware, LLC

 

Delaware

TeleCheck Acquisition LLC

 

Delaware

TeleCheck Acquisition-Michigan, LLC

 

Delaware

TeleCheck Services, Inc.

 

Delaware

Transaction Solutions Holdings, Inc.

 

Delaware

Transaction Solutions, LLC

 

Delaware

Unibex, LLC

 

Delaware

Unified Partner, Inc.

 

Delaware

ValueLink, LLC

 

Delaware

Virtual Financial Services, LLC

 

Delaware

Yclip, LLC

 

Delaware