Exhibit 5.2
September 17, 2015
Ladies and Gentlemen:
I am the Co-General Counsel and Corporate Secretary of Kindred Healthcare, Inc., a Delaware corporation (the “Company”), and I am delivering this opinion letter in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) up to $750,000,000 aggregate principal amount of the Company’s 8.00% Senior Notes due 2020 (the “2020 Exchange Notes”) to be offered in exchange for the Company’s outstanding unregistered 8.00% Senior Notes due 2020 originally issued on December 18, 2014 and (ii) up to $600,000,000 aggregate principal amount of the Company’s 8.75% Senior Notes due 2023 (the “2023 Exchange Notes” and, together with the 2020 Exchange Notes, the “Exchange Notes”) to be offered in exchange for the Company’s outstanding unregistered 8.75% Senior Notes due 2023 originally issued on December 18, 2014. The Exchange Notes are fully and unconditionally guaranteed by each of the guarantors listed in the Registration Statement (the “Guarantors”). The 2020 Exchange Notes will be issued under an indenture dated as of December 18, 2014 (the “2020 Indenture”), by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “2020 Trustee”) and the 2023 Exchange Notes will be issued under an indenture dated as of December 18, 2014 (the “2023 Indenture” and, together with the 2020 Indenture, the “Indentures”), by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “2023 Trustee” and, together with the 2020 Trustee, the “Trustees”). Each of the Indentures includes the guarantees of the applicable Exchange Notes by the Guarantors.
In arriving at the opinions expressed below, I have reviewed the following documents:
(a) the Registration Statement;
(b) an executed copy of each of the Indentures; and
(c) the form of the Exchange Notes included in each of the Indentures.
In addition, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Guarantors listed inAnnex A hereto (the “Non-Delaware or New York Guarantors”) and such other documents, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified (i) the accuracy as to factual matters of each document I have reviewed and (ii) that the Exchange Notes will conform to the form thereof that I have reviewed and will be duly authenticated in accordance with the terms of each of the Indentures.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is my opinion that the execution and delivery of the Indentures have been duly authorized by all necessary corporate, limited liability company, partnership, limited partnership or limited liability partnership action, as applicable, by each Non-Delaware or New York Guarantor, and each of the Indentures has been duly executed and delivered by each Non-Delaware or New York Guarantor.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to me in the Registration Statement and the related prospectus under the caption “Legal Matters.” In giving this consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission issued thereunder. The opinions expressed herein are rendered on and as of the date hereof, and I assume no obligation to advise, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
| Very truly yours, | ||
/s/ Joseph L. Landenwich | ||
| Name: | Joseph L. Landenwich | |
| Title: | Co-General Counsel and Corporate Secretary | |
Annex A
ABC Hospice, LLC | Texas | |
Aberdeen Holdings, Inc. | Texas | |
Able Home Healthcare, Inc. | Texas | |
Advanced Oncology Services, Inc. | Florida | |
Alpine Home Health Care, LLC | Colorado | |
Alpine Home Health II, Inc. | Colorado | |
Alpine Home Health, Inc. | Mississippi | |
Alpine Resource Group, Inc. | Colorado | |
American Hospice, Inc. | Texas | |
American VitalCare, L.L.C. | California | |
Asian American Home Care, Inc. | California | |
BWB Sunbelt Home Health Services, LLC | Texas | |
California Hospice, LLC | Texas | |
Capital Care Resources of South Carolina, LLC | Georgia | |
Capital Care Resources, LLC | Georgia | |
Capital Health Management Group, LLC | Georgia | |
Central Arizona Home Health Care, Inc. | Arizona | |
Chaparral Hospice, Inc. | Texas | |
Chattahoochee Valley Home Care Services, LLC | Georgia | |
Chattahoochee Valley Home Health, LLC | Georgia | |
CHC Management Services, LLC | Missouri | |
CHMG Acquisition LLC | Georgia | |
CHMG of Atlanta, LLC | Georgia | |
CHMG of Griffin, LLC | Georgia | |
Colorado Hospice, L.L.C. | Colorado | |
Compass Hospice, Inc. | Texas | |
Courtland Gardens Health Center, Inc. | Connecticut | |
CRH of Dallas, LLC | Missouri | |
CRH of Lancaster, LLC | Missouri | |
CRH of St. Louis, LLC | Missouri | |
CRH of Waukesha, LLC | Missouri | |
Eastern Carolina Home Health Agency, LLC | North Carolina | |
Faith Home Health and Hospice, LLC | Kansas | |
Faith in Home Services, L.L.C. | Kansas | |
Family Hospice, Ltd. | Texas | |
FHI GP, Inc. | Texas | |
FHI LP, Inc. | Nevada | |
FHI Management, Ltd. | Texas | |
First Home Health, Inc. | West Virginia | |
Focus Care Health Resources, Inc. | Texas | |
Foothill Nursing Company Partnership | California | |
GBA Holding, Inc. | Texas | |
GBA West, LLC | Texas | |
Georgia Hospice, LLC | Texas | |
Gilbert’s Home Health Agency, Inc. | Mississippi | |
Gilbert’s Hospice Care of Mississippi, LLC | Mississippi | |
Gilbert’s Hospice Care, LLC | Mississippi | |
Girling Health Care Services of Knoxville, Inc. | Tennessee | |
Girling Health Care, Inc. | Texas | |
Harden Clinical Services, LLC | Texas | |
Harden HC Texas Holdco, LLC | Texas | |
Harden Healthcare Services, LLC | Texas | |
Harden Healthcare, LLC | Texas | |
Harden Home Option, LLC | Texas | |
Harden Hospice, LLC | Texas | |
Hawkeye Health Services, Inc. | Iowa | |
Healthfield Home Health, LLC | Georgia | |
Healthfield Hospice Services, LLC | Georgia | |
Healthfield of Southwest Georgia, LLC | Georgia | |
Healthfield of Statesboro, LLC | Georgia | |
Healthfield of Tennessee, LLC | Georgia | |
Helian ASC of Northridge, Inc. | California | |
Hillhaven—MSC Partnership | California | |
Home Health Care Affiliates of Central Mississippi, L.L.C. | Mississippi | |
Home Health Care Affiliates of Mississippi, Inc. | Mississippi | |
Home Health Care Affiliates, Inc. | Mississippi | |
Home Health Care of Carteret County, LLC | North Carolina | |
Home Health of Rural Texas, Inc. | Texas | |
Home Health Services, Inc. | Utah | |
Homecare Holdings, Inc. | Florida | |
HomeCare Plus, Inc. | Alabama | |
Horizon Health Care Services, Inc. | Texas | |
Horizon Health Network LLC | Alabama | |
Hospice Care of Kansas and Missouri, L.L.C. | Missouri | |
Hospice Care of Kansas, L.L.C. | Kansas | |
Hospice Care of the Midwest, L.L.C. | Missouri | |
House Call Doctors, Inc. | Texas | |
IntegraCare Home Health Services, Inc. | Texas | |
IntegraCare Hospice of Abilene, LLC | Texas | |
IntegraCare of Abilene, LLC | Texas | |
IntegraCare of Albany, LLC | Texas | |
IntegraCare of Athens-Home Health, LLC | Texas | |
IntegraCare of Athens-Hospice, LLC | Texas | |
IntegraCare of Granbury, LLC | Texas | |
IntegraCare of Littlefield, LLC | Texas | |
IntegraCare of Olney Home Health, LLC | Texas | |
IntegraCare of Texas, LLC | Texas | |
IntegraCare of West Texas-Home Health, LLC | Texas | |
IntegraCare of West Texas-Hospice, LLC | Texas | |
IntegraCare of Wichita Falls, LLC | Texas | |
Iowa Hospice, L.L.C. | Iowa | |
Isidora’s Health Care Inc. | Texas | |
J. B. Thomas Hospital, Inc. | Massachusetts | |
Lafayette Health Care Center, Inc. | Georgia | |
Lakes Hospice, L.L.C. | Iowa | |
Lighthouse Hospice – Coastal Bend, LLC | Texas | |
Lighthouse Hospice – Metroplex, LLC | Texas | |
Lighthouse Hospice Management, LLC | Texas | |
Lighthouse Hospice Partners, LLC | Texas | |
Lighthouse Hospice-San Antonio, LLC | Texas | |
Med. Tech. Services of South Florida, Inc. | Florida | |
MedEquities, Inc. | California | |
Med-Tech Private Care, Inc. | Florida | |
Med-Tech Services of Dade, Inc. | Florida | |
Med-Tech Services of Palm Beach, Inc. | Florida | |
Mid-South Home Care Services, LLC | Alabama | |
Mid-South Home Health Agency, LLC | Alabama | |
Mid-South Home Health of Gadsden, LLC | Georgia | |
Mills Medical Practices, LLC | Ohio | |
Missouri Home Care of Rolla, Inc. | Missouri | |
New Triumph HealthCare of Texas, L.L.C. | Texas | |
New Triumph HealthCare, LLP | Texas | |
North West Texas Home Health Services, LLC | Texas | |
Nursing Care – Home Health Agency, Inc. | West Virginia | |
OHS Service Corp. | Texas | |
Omega Hospice, LLC | Alabama | |
Outreach Health Services of North Texas, LLC | Texas | |
Outreach Health Services of the Panhandle, LLC | Texas | |
PersonaCare of Connecticut, Inc. | Connecticut | |
Physician Housecalls, LLC | Colorado | |
Professional Healthcare at Home, LLC | California | |
RehabCare Group of Amarillo, L.P. | Texas | |
RehabCare Group of Arlington, LP | Texas | |
RehabCare Group of Texas, L.L.C. | Texas | |
Salt Lake Physical Therapy Associates, Inc. | Utah | |
Saturday Partners, LLC | Colorado | |
Senior Home Care, Inc. | Florida | |
SHC Rehab, Inc. | Florida | |
Southern California Specialty Care, Inc. | California | |
Southern Nevada Home Health Care, Inc. | Nevada | |
Southern Utah Home Health, Inc. | Utah | |
Southern Utah Home Oxygen & Medical Equipment, Inc. | Utah | |
Specialty Hospital of Cleveland, Inc. | Ohio | |
Specialty Hospital of Philadelphia, Inc. | Pennsylvania | |
Specialty Hospital of South Carolina, Inc. | South Carolina | |
Synergy Healthcare Group, Inc. | Louisiana | |
Synergy Home Care-Acadiana Region, Inc. | Louisiana | |
Synergy Home Care-Capitol Region, Inc. | Louisiana | |
Synergy Home Care-Central Region, Inc. | Louisiana | |
Synergy Home Care-Northeastern Region, Inc. | Louisiana | |
Synergy Home Care-Northshore Region, Inc. | Louisiana | |
Synergy Home Care-Northwestern Region, Inc. | Louisiana | |
Synergy Home Care-Southeastern Region, Inc. | Louisiana | |
Synergy, Inc. | Louisiana | |
Tar Heel Health Care Services, LLC | North Carolina | |
Texas Health Management Group, LLC | Texas | |
THC—Chicago, Inc. | Illinois | |
THC—Houston, Inc. | Texas | |
THC—North Shore, Inc. | Illinois | |
THC—Orange County, Inc. | California | |
THC—Seattle, Inc. | Washington | |
The American Heartland Hospice Corp. | Missouri | |
The Home Option, LLC | Texas | |
The Home Team of Kansas LLC | Kansas | |
The Therapy Group, Inc. | Louisiana | |
Total Care Home Health of Louisburg, LLC | Georgia | |
Total Care Home Health of North Carolina, LLC | Georgia | |
Total Care Home Health of South Carolina, LLC | Georgia | |
Transitional Hospitals Corporation of Indiana, Inc. | Indiana | |
Transitional Hospitals Corporation of Louisiana, Inc. | Louisiana | |
Transitional Hospitals Corporation of Nevada, Inc. | Nevada | |
Transitional Hospitals Corporation of New Mexico, Inc. | New Mexico | |
Transitional Hospitals Corporation of Tampa, Inc. | Florida | |
Transitional Hospitals Corporation of Texas, Inc. | Texas | |
Transitional Hospitals Corporation of Wisconsin, Inc. | Wisconsin | |
Trinity Hospice of Texas, LLC | Texas | |
Triumph Hospital Northwest Indiana, Inc. | Missouri | |
Triumph Rehabilitation Hospital Northern Indiana, L.L.C. | Indiana | |
Tucker Nursing Center, Inc. | Georgia | |
Van Winkle Home Health Care, Inc. | Mississippi | |
Vernon Home Health Care Agency, LLC | Texas | |
Voyager Acquisition, L.P. | Texas | |
We Care Home Health Services, Inc. | California | |
Wellstream Health Services, LLC | Texas | |
West Texas, LLC | Texas | |
Wiregrass Hospice Care, LLC | Georgia | |
Wiregrass Hospice LLC | Alabama | |
Wiregrass Hospice of South Carolina, LLC | Georgia | |