Exhibit 5.2
June 1, 2023
Carriage Services, Inc.
3040 Post Oak Blvd., Suite 300
Houston, Texas 77056
Ladies and Gentlemen:
I am Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of Carriage Services, Inc., a Delaware corporation (the “Company”), and have acted as counsel to the Company and its subsidiary guarantors (the “Guarantors”), of which those entities listed on Schedule 1 hereto are referred to hereinafter as the “Covered Guarantors”, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-3 (the “Registration Statement”) for the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, of up to $350,000,000 of: (i) debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”), (ii) shares of common stock, par value $0.01 per share (the “Common Stock”), (iii) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), (iv) depositary shares (the “Depositary Shares”), (v) warrants (the “Warrants”) to purchase Debt Securities, Common Stock, Preferred Stock, Depositary Shares, purchase contracts (the “Purchase Contracts”) and units (the “Units”), (vi) subscription rights to purchase Common Stock, Preferred Stock, Depositary Shares and other securities (the “Subscription Rights”), (vii) Purchase Contracts, (viii) Units and (ix) guarantees of non-convertible Debt Securities by the Guarantors, including the Covered Guarantors (the “Guarantees,” and together with the Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Subscription Rights, each a “Security” and collectively the “Securities”).
For purposes of the opinions I express below, I have examined the originals or copies, certified or otherwise identified of; (i) (x) the certificates or articles of incorporation and bylaws of each of the Covered Guarantors that is a corporation and (y) the certificate of formation and limited liability company agreement of each of the Covered Guarantors that is a limited liability company; (ii) the form of Indenture filed as Exhibit 4.10 to the Registration Statement to be executed by the Company, as issuer, the Guarantors, as potential subsidiary guarantors, and the trustee thereunder (the “Senior Indenture”); (iii) the form of Indenture filed as Exhibit 4.11 to the Registration Statement to be executed by the Company, as issuer, the Guarantors, as potential subsidiary guarantors, and the trustee thereunder (the “Subordinated Indenture”); (iv) the Registration Statement and all exhibits thereto and (v) corporate and limited liability company records of the Covered Guarantors, including minute books of the Covered Guarantors, certificates of public officials and of representatives of the Covered Guarantors, statutes and other instruments and documents as I considered appropriate for purposes of the opinions hereafter expressed.
As to various questions of fact material to the opinions expressed below, I have, without independent third party verification of their accuracy, relied in part, and to the extent I deemed reasonably necessary or appropriate, upon the representations and warranties of the Covered Guarantors contained in such documents, records, certificates, instruments or representations furnished or made available to me by the Covered Guarantors.
In connection with this opinion, I have assumed that (i) the Company and the Guarantors will continue to be organized and in existence and good standing in their respective jurisdictions of organization, (ii) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (iii) no stop order of the Securities and Exchange Commission (the “Commission”) preventing or suspending the use of the prospectus contained in the Registration Statement or any prospectus supplement will have been issued; (iv) a prospectus supplement will have been prepared and filed with the Commission properly describing the Securities offered thereby and will have been delivered to the purchaser(s) of the Securities as required in accordance with applicable law; (v) all Securities will be offered, issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (vi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company, the Guarantors, if applicable, and the other parties thereto and will be an enforceable obligation of the parties thereto; and (vii) any applicable indenture and indenture supplement entered into in connection with the issuance of Debt Securities will comply with applicable law and be enforceable in all respects in accordance with its terms.
Based on the foregoing, and subject to the limitations and qualifications set forth herein, I am of the opinion that:
1. With respect to senior Debt Securities to be issued under the Senior Indenture and any supplement to such Senior Indenture entered into in the future and any Subsidiary Guarantees of such Debt Securities, the Guarantees of the Debt Securities will constitute legal, valid and binding obligations of the Covered Guarantors.
Carriage Services, Inc.
June 1, 2023
Page 2
2. With respect to subordinated Debt Securities to be issued under the Subordinated Indenture and any supplement to such Subordinated Indenture entered into in the future and any Guarantees of such Debt Securities, the Subsidiary Guarantees of the Debt Securities will constitute legal, valid and binding obligations of the Covered Guarantors.
I have relied as to matters of federal laws of the United States of America, Delaware, New York and Texas law on the opinion of Porter Hedges LLP of even date herewith and to be filed as Exhibit 5.1 to the Registration Statement.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement. I also consent to the reference to me under the heading “Legal Matters” in the prospectuses forming a part of the Registration Statement. In giving this consent, I do not hereby admit I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
/s/ Steven D. Metzger |
| Steven D. Metzger |
| Executive Vice President, Chief Administrative Officer, General Counsel & Secretary |
Schedule I
Covered Guarantors
Exact Name of Covered Guarantor | State of Incorporation or Organization | |
| Carriage Funeral Services of Michigan, Inc. | Michigan | |
| Carriage Funeral Services of Kentucky, Inc. | Kentucky | |
| Carriage Funeral Services of California, Inc. | California | |
| Carriage Cemetery Services of Idaho, Inc. | Idaho | |
| Wilson & Kratzer Mortuaries | California | |
| Rolling Hills Memorial Park | California | |
| Carriage Services of Connecticut, Inc. | Connecticut | |
| CSI Funeral Services of Massachusetts, Inc. | Massachusetts | |
| CHC Insurance Agency of Ohio, Inc. | Ohio | |
| Carriage Services of New Mexico, Inc. | New Mexico | |
| Forastiere Family Funeral Service, Inc. | Massachusetts | |
| Carriage Services of Oklahoma, L.L.C. | Oklahoma | |
| Carriage Services of Nevada, Inc. | Nevada | |
| Hubbard Funeral Home, Inc. | Maryland | |
| Carriage Municipal Cemetery Services of Nevada, Inc. | Nevada | |
| Carriage Cemetery Services of California, Inc. | California | |
| Carriage Insurance Agency of Massachusetts, Inc. | Massachusetts | |
| Cochrane’s Chapel of the Roses, Inc. | California | |
| Horizon Cremation Society, Inc. | California | |
| Cloverdale Park, Inc. | Idaho | |
| Cataudella Funeral Home, Inc. | Massachusetts | |
| Carriage Services of Louisiana, Inc. | Louisiana | |
| Fairfax Memorial Funeral Home, L.L.C. | Virginia | |
| Calvary Memorial Park, Incorporated | Virginia |
