EX-5.1 6 dex51.htm OPINION OF DORSEY & WHITNEY LLP Opinion of Dorsey & Whitney LLP

EXHIBIT 5.1

[Letterhead of Dorsey & Whitney LLP]

Darden Restaurants, Inc.

5900 Lake Ellenor Drive

Orlando, FL 32809

 

  Re: Registration Statement on Form S-3

File No. 333-146582

Ladies and Gentlemen:

We have acted as counsel to Darden Restaurants, Inc., a Florida corporation (the “Company”), in connection with the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of debt securities of the Company to be offered from time to time, and a Prospectus Supplement dated October 10, 2007 to the Prospectus dated October 9, 2007 (together, the “Prospectus”) relating to the offer and sale by the Company under the Registration Statement of $350,000,000 aggregate principal amount of 5.625% Senior Notes due 2012 (the “2012 Notes”), $500,000,000 aggregate principal amount of 6.200% Senior Notes due 2017 (the “2017 Notes”) and $300,000,000 aggregate principal amount of 6.800% Senior Notes due 2037 (the “2037 Notes” and, together with the 2012 Notes and the 2017 Notes, the “Notes”). The Notes are to be issued under the Indenture dated as of January 1, 1996 (the “Indenture”) between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as trustee (the “Trustee”) and sold pursuant to the Underwriting Agreement dated October 10, 2007 (the “Underwriting Agreement”) among the Company and Banc of America Securities LLC, SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC, Wells Fargo Securities, LLC, Comerica Securities, Inc., Fifth Third Securities, Inc., Piper Jaffray & Co., Lehman Brothers Inc., Mizuho Securities USA Inc., Utendahl Capital Partners, L.P. and The Williams Capital Group, L.P., as underwriters.

We have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto (including the Company), that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments and that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties. We have also assumed, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such agreements or instruments are the valid, binding and enforceable obligations of such parties. We have also assumed that the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. We note that as to matters of Florida law, you have received an opinion, dated the date hereof, of


Darden Restaurants, Inc.

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Douglas E. Wentz, Esq., your Senior Associate General Counsel, which is also filed as an exhibit to the Registration Statement. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that:

1. The 2012 Notes, when duly executed by the Company, authenticated by the Trustee in the manner provided for in the Indenture and delivered on behalf of the Company against payment of the consideration therefor specified in the Underwriting Agreement, will constitute binding obligations of the Company;

2. The 2017 Notes, when duly executed by the Company, authenticated by the Trustee in the manner provided for in the Indenture and delivered on behalf of the Company against payment of the consideration therefor specified in the Underwriting Agreement, will constitute binding obligations of the Company; and

3. The 2037 Notes, when duly executed by the Company, authenticated by the Trustee in the manner provided for in the Indenture and delivered on behalf of the Company against payment of the consideration therefor specified in the Underwriting Agreement, will constitute binding obligations of the Company.

The opinions set forth above are subject to the following qualifications and exceptions:

 

  (a) Our opinions stated above are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws of general application affecting creditors’ rights;

 

  (b) Our opinions stated above are subject to the effect of 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 enforcement is considered in a proceeding in equity or at law);

 

  (c) We express no opinion as to the enforceability of (i) provisions that relate to choice of law, (ii) waivers by the Company of any statutory or constitutional rights or remedies or (iii) terms which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct; and

 

  (d) We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited.

Our opinions expressed above are limited to the laws of the State of New York and the federal laws of the United States of America.

We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Validity of Debt Securities” contained in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Dated: October 16, 2007

 

Very truly yours,

/s/ Dorsey & Whitney LLP

GLT/CFJ