Exhibit 5.1
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June 8, 2006
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087-5594
| Re: | Form S-4 Registration Statement (Reg. No. 333-132017) |
Gentlemen and Ladies:
We have acted as special counsel to AmerisourceBergen Corporation, a Delaware corporation (the “Issuer”), and the subsidiaries listed onSchedule A hereto (each a “Guarantor” and collectively the “Guarantors”) in connection with the preparation and filing by the Issuer and the Guarantors of a Registration Statement on Form S-4 (Registration No. 333-132017) (the “Registration Statement”) for the purpose of registering the issuance of up to an aggregate principal amount of $400,000,000 of the Issuer’s 5 5/8% Senior Notes due 2012 (the “New 2012 Notes”) and $500,000,000 of the Issuer’s 5 7/8% Senior Notes due 2015 (the “New 2015 Notes,” together with the New 2012 Notes, the “New Notes”) and the Guarantors’ guarantees thereof (the “New Guarantees”) under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes and the New Guarantees are to be issued in exchange for an equal aggregate principal amount of the Issuer’s 5 5/8% Senior Notes due 2012 (the “Old 2012 Notes”) and 5 7/8% Senior Notes due 2015 (the “Old 2015 Notes,” together with the Old 2012 Notes, the “Old Notes”) and the Guarantors’ guarantees thereof pursuant to the Registration Rights Agreement (the “Registration Rights Agreement”), dated September 14, 2005, among the Issuer, the Guarantors, Lehman Brothers Inc., as representatives of the several initial purchasers, which is filed as Exhibit 4.8 to the Registration Statement. The New Notes are to be issued pursuant to the terms of the Indenture (the “Indenture”), dated September 14, 2005, by and among the Issuer, the Guarantors and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”), which is filed as Exhibit 4.5 to the Registration Statement. The Indenture provides that it is governed by the internal law of the State of New York. In addition, the Indenture is to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”).
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In connection with the foregoing, we have reviewed such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purpose of this opinion. In making our examination of records, documents, agreements and certificates, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of the Issuer and the Guarantors), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinions, we have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuer and the Guarantors.
We have relied upon a certificate delivered by the Trustee at the time of the execution of the Indenture certifying that the Indenture has been duly authorized, executed and delivered by the Trustee and we have assumed that the Indenture constitutes a legal, valid and binding agreement of the Trustee. In addition, we have assumed that there will be no changes in applicable law between the date of this opinion and the date of issuance and delivery of the New Notes and the New Guarantees.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The New Notes have been duly authorized by the Issuer and, when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the New Notes have been duly executed by the Issuer and (d) the New Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Old Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement, will constitute valid and legally binding obligations of the Issuer, as an issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors’ rights generally or debtors’ obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
2. The New Guarantees have been duly authorized by each respective Guarantor, and when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the New Notes have been duly executed by the Issuer, (d) the New Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Old Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement and (e) the New Guarantees have been duly executed by the Guarantors, will constitute valid and legally binding obligations of the applicable Guarantor party thereto enforceable against such Guarantor in accordance with the terms of the applicable New Guarantee, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors’ rights generally or debtors’ obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
The opinions expressed herein are limited to the federal laws of the United States of America, the laws of the State of New York, the laws of the Commonwealth Pennsylvania, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, and we express no opinion concerning the laws of any other jurisdiction. For purposes of rendering the opinions expressed herein in respect to the Guarantors listed onSchedule B hereto (each, a “Foreign Guarantor”), we have assumed with your permission that the laws of the state of incorporation for each Foreign Guarantor are identical in all respects to the corporate law of the Commonwealth of Pennsylvania.
The opinions expressed herein are rendered to the Issuer and the Guarantors in connection with the filing of the Registration Statement and for no other purpose. Neither the opinions expressed herein nor this letter nor any copies thereof may be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent except as noted below.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption “Legal
Matters.” 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.
Very truly yours,
/s/ Dechert LLP
Schedule A
Company | Jurisdiction of Formation | |
Ambulatory Pharmaceutical Services, Inc. | New Jersey | |
AmerisourceBergen Drug Corporation | Delaware | |
AmerisourceBergen Holding Corporation | Delaware | |
AmerisourceBergen Services Corporation | Delaware | |
AmeriSource Health Services Corporation | Delaware | |
AmeriSource Heritage Corporation | Delaware | |
AmeriSource Sales Corporation | Delaware | |
Anderson Packaging, Inc. | Illinois | |
APS Enterprises Holding Company | Delaware | |
ASD Specialty Healthcare, Inc. | California | |
AutoMed Technologies, Inc. | Delaware | |
Brownstone Pharmacy, Inc. | Connecticut | |
Capstone Med, Inc. | Delaware | |
Capstone Pharmacy of Delaware, Inc. | Maryland | |
Clinicare Concepts, Inc. | Florida | |
Compuscript, Inc. | New York | |
Computran Systems, Inc. | Oregon | |
Dunnington Rx Services of Massachusetts, Inc. | Massachusetts | |
Dunnington Rx Services of Rhode Island, Inc. | Rhode Island | |
Express Pharmacy Services, Inc. | Florida | |
Family Center Pharmacy, Inc. | Pennsylvania | |
Goot Nursing Home Pharmacy, Inc. | Arizona | |
Health Services Capital Corporation | Delaware | |
IHS Acquisition XXX, Inc. | Delaware | |
Imedex, Inc. | Georgia | |
Insta-Care Pharmacy Services Corporation | Texas | |
Integrated Commercialization Solutions, Inc. | California | |
International Physician Networks, L.L.C. | Delaware | |
Leading Educational Research Network, LLC | Georgia | |
Medical Initiatives, Inc. | Florida | |
Network for Medical Communication & Research, LLC | Georgia | |
NMCR Holdings, Inc. | Delaware | |
Pharm Plus Acquisition, Inc. | Delaware | |
Pharmacy Corporation of America, Inc. | California | |
Pharmacy Corporation of America-Massachusetts, Inc. | Delaware | |
Pharmacy Healthcare Solutions, Ltd. | Texas | |
PharMerica Drug Systems, Inc. | Maryland | |
PharMerica, Inc. | Delaware | |
PMSI, Inc. | Florida | |
Premier Pharmacy, Inc. | Delaware | |
Reimbursement Education Network, LLC | Delaware | |
Rombro’s Drug Center, Inc. | Maryland | |
RXFirst, Inc. | Florida | |
Solana Beach, Inc. | Delaware | |
Southwest Pharmacies, Inc. | Arizona | |
Specialty Pharmacy, Inc. | Delaware | |
Specialty Pharmacy of California, Inc. | California | |
Taylor & Manno Asset Recovery, Inc. | Florida | |
Telepharmacy Solutions, Inc. | Delaware | |
The Lash Group, Inc. | Delaware | |
Tmesys (TM), Inc. | Florida | |
US Bioservices Corporation | Delaware | |
Value Apothecaries, Inc. | Texas | |
Schedule B
Company | Jurisdiction of Formation | |
Ambulatory Pharmaceutical Services, Inc. | New Jersey | |
Anderson Packaging, Inc. | Illinois | |
ASD Specialty Healthcare, Inc. | California | |
Brownstone Pharmacy, Inc. | Connecticut | |
Capstone Pharmacy of Delaware, Inc. | Maryland | |
Clinicare Concepts, Inc. | Florida | |
Computran Systems, Inc. | Oregon | |
Dunnington Rx Services of Massachusetts, Inc. | Massachusetts | |
Dunnington Rx Services of Rhode Island, Inc. | Rhode Island | |
Express Pharmacy Services, Inc. | Florida | |
Goot Nursing Home Pharmacy, Inc. | Arizona | |
Imedex, Inc. | Georgia | |
Insta-Care Pharmacy Services Corporation | Texas | |
Integrated Commercialization Solutions, Inc. | California | |
Leading Educational Research Network, LLC | Georgia | |
Medical Initiatives, Inc. | Florida | |
Network for Medical Communication & Research, LLC | Georgia | |
Pharmacy Corporation of America, Inc. | California | |
Pharmacy Healthcare Solutions, Ltd. | Texas | |
PharMerica Drug Systems, Inc. | Maryland | |
PMSI, Inc. | Florida | |
Rombro’s Drug Center, Inc. | Maryland | |
RXFirst, Inc. | Florida | |
Southwest Pharmacies, Inc. | Arizona | |
Specialty Pharmacy of California, Inc. | California | |
Taylor & Manno Asset Recovery, Inc. | Florida | |
Tmesys (TM), Inc. | Florida | |
Value Apothecaries, Inc. | Texas | |