EX-5.1 2 d254555dex51.htm OPINION OF SIMPSON THACHER & BARTLETT LLP <![CDATA[Opinion of Simpson Thacher & Bartlett LLP]]>

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

November 14, 2011

First Data Corporation

5565 Glenridge Connector, N.E.

Suite 2000

Atlanta, Georgia 30342

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 Schedule I 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 $3,000,000,000 aggregate principal amount of 12.625% Senior Notes due 2021 (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 the Indenture dated as of December 17, 2010 (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 $3,000,000,000 aggregate principal amount of its outstanding 12.625% Senior Notes due 2021.

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


November 14, 2011

 

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.

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.


November 14, 2011

 

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 express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indenture, the Exchange Notes or the Guarantees 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.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the States of Arizona, California, Colorado, Florida, Georgia, Maryland, Nevada, Oklahoma, Pennsylvania, Tennessee, Texas and Washington, we have relied upon the respective opinions of Kutnak Rock LLP, Sidley Austin LLP, Lathrop & Gage LLP, Fox Rothschild LLP, Sutherland Asbill & Brennan LLP, Kutnak Rock LLP, Holland & Hart LLP, Kutnak Rock LLP, Fox Rothschild LLP, Bass, Berry & Sims PLC, Sutherland Asbill & Brennan LLP and Kutnak Rock LLP, each dated the date hereof.

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, the Delaware Revised Uniform Limited Partnership Act and, to the extent set forth herein, the laws of the States of Arizona, California, Colorado, Florida, Georgia, Maryland, Nevada, Oklahoma, Pennsylvania, Tennessee, Texas and Washington.


November 14, 2011

 

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


SCHEDULE I

 

Entity Name

  

Jurisdiction of

Incorporation,
Organization or
Formation

Bankcard Investigative Group Inc.

   Delaware

BUYPASS Inco Corporation

   Delaware

Call Interactive Holdings LLC

   Delaware

Cardservice International, LLC

   California

CESI Holdings, Inc.

   Delaware

Concord Computing Corporation

   Delaware

Concord Corporate Services, Inc.

   Delaware

Concord EFS Financial Services, Inc.

   Delaware

Concord EFS, Inc.

   Delaware

Concord Emerging Technologies, Inc.

   Arizona

Concord Financial Technologies, Inc.

   Delaware

Concord One, LLC

   Delaware

Concord Payment Services, Inc.

   Georgia

Concord Processing, Inc.

   Delaware

Concord Transaction Services, LLC

   Colorado

CTS Holdings, LLC

   Colorado

CTS, Inc.

   Tennessee

EFS Transportation Services, Inc.

   Tennessee

EPSF Corporation

   Delaware

FDFS Holdings, LLC

   Delaware

FDGS Group, LLC

   Delaware

FDR Ireland Limited

   Delaware

FDR Limited

   Delaware

FDR Missouri Inc.

   Delaware

FDS Holdings, Inc.

   Delaware

First Data Capital, Inc.

   Delaware

First Data Card Solutions, Inc.

   Maryland

First Data Commercial Services Holdings, Inc.

   Delaware

First Data Communications Corporation

   Delaware

First Data Corporation

   Delaware

First Data EC, LLC

   Delaware

First Data Government Solutions, Inc.

   Delaware

First Data Government Solutions, L.P.

   Delaware

First Data Latin America Inc.

   Delaware

First Data Merchant Services Corporation

   Florida

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 Real Estate Holdings L.L.C.

   Delaware


Entity Name

  

Jurisdiction of

Incorporation,
Organization or
Formation

First Data Resources, LLC

   Delaware

First Data Retail ATM Services L.P.

   Texas

First Data Secure LLC

   Delaware

First Data Solutions Inc.

   Washington

First Data Technologies, Inc.

   Delaware

First Data Voice Services

   Delaware

FSM Services Inc.

   Delaware

FundsXpress Financial Network, Inc.

   Texas

FundsXpress, Inc.

   Delaware

Gift Card Services, Inc.

   Oklahoma

Gratitude Holdings LLC

   Delaware

Instant Cash Services, LLC

   Delaware

Linkpoint International, Inc.

   Nevada

LoyaltyCo LLC

   Delaware

MAS Inco Corporation

   Delaware

MAS Ohio Corporation

   Delaware

Money Network Financial, LLC

   Delaware

National Payment Systems Inc.

   New York

New Payment Services, Inc.

   Georgia

PayPoint Electronic Payment Systems, LLC

   Delaware

PaySys International, Inc.

   Florida

REMITCO LLC

   Delaware

Sagebrush Holdings LLC

   Delaware

Size Technologies, Inc.

   California

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

TASQ LLC

   Delaware

TASQ Technology, Inc.

   California

TeleCheck International, Inc.

   Georgia

TeleCheck Pittsburgh/West Virginia, Inc.

   Pennsylvania

TeleCheck Services, Inc.

   Delaware

Transaction Solutions, LLC

   Delaware

ValueLink, LLC

   Delaware