Exhibit 5.1
November 14, 2011
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
| | |
| Re: | | AmerisourceBergen Corporation Registration Statement on Form S-3 (Registration No. 333-162227) |
Ladies and Gentlemen:
We have acted as counsel to AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and the additional registrants listed on Exhibit A hereto (the “Guarantors”) in connection with (i) the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 3.500% Senior Notes due 2021 (the “Notes”) pursuant to the terms of an Underwriting Agreement, dated November 8, 2011 (the “Underwriting Agreement”), by and among the Company, the Guarantors and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule 1 to the Underwriting Agreement and (ii) the filing of the above-referenced Registration Statement (the “Form S-3”) and Post-Effective Amendments Nos. 1, 2 and 3 thereto (together with the Form S-3, the “Registration Statement”) on September 30, 2009, November 4, 2009, December 1, 2010 and November 3, 2011, respectively, under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), pursuant to which the Notes and the Guarantees (as hereinafter defined) are registered under the Act.
The Notes were issued under that certain Indenture, dated as of November 19, 2009, by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented and amended by a Second Supplemental Indenture thereto, dated as of the date hereof, by and among the Company, the Guarantors and the Trustee (as so supplemented and amended, the “Indenture”), and will be jointly and severally guaranteed (the “Guarantees”) by the Guarantors.
In connection with this opinion letter, we have examined:
| | (ii) | the Notation of Guarantee, dated November 14, 2011 made by the Guarantors; |
| | (iii) | the Underwriting Agreement; |
| | (iv) | the Registration Statement; |
AmerisourceBergen Corporation
November 14, 2011
Page 2
| | (v) | the preliminary prospectus supplement of the Company, dated as of November 8, 2011, which was filed by the Company with the Commission on November 8, 2011 pursuant to Rule 424(b)(3) promulgated under the Act; |
| | (vi) | the pricing term sheet of the Company, which was filed by the Company with the Commission on November 8, 2011 pursuant to Rule 433 promulgated under the Act; |
| | (vii) | the final prospectus supplement of the Company, dated as of November 8, 2011, which was filed by the Company with the Commission on November 9, 2011 pursuant to Rule 424(b)(5) promulgated under the Act; |
| | (viii) | originals, or copies certified or otherwise identified to our satisfaction of the Company’s Amended and Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws and the certificate of incorporation, articles of incorporation, certificate of limited partnership, certificate of formation, articles of organization, bylaws, limited partnership agreement, limited liability company operating agreement and other organizational documents, as amended, as applicable, of each of the Guarantors; and |
| | (ix) | resolutions and such other documents and records of the Company and the Guarantors as we deemed appropriate for purposes of the opinions set forth herein. |
We have assumed, without any independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. As to any facts that are material to the opinions hereinafter expressed that we did not independently establish or verify, we have relied without investigation upon the representations of the Company and the Guarantors contained in the Underwriting Agreement and upon certificates of officers of the Company and officers of the Guarantors.
We have also assumed, without any independent investigation or verification of any kind, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture constitutes a legal, valid and binding obligation of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
Based upon the foregoing, we are of the opinion that the Notes and the Guarantees constitute valid and binding obligations of the Company and the Guarantors, as applicable.
The opinions expressed above are subject to the following limitations and qualifications:
2
AmerisourceBergen Corporation
November 14, 2011
Page 3
| | A. | The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. |
| | B. | Under applicable law, the Guarantors may be entitled to certain rights or protections which as a matter of statutory or common law may not be waived or altered. We express no opinion herein as to the enforceability of any provisions of the Guarantees which purport to waive or alter such rights or protections, except to the extent permitted by law. |
| | C. | The opinions expressed herein are limited to the laws of the State of California, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the laws of the State of Florida, the State of Georgia, the State of Illinois, the State of Maryland, the State of New Jersey, the State of New York, the Commonwealth of Pennsylvania, the State of Texas and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other state or jurisdiction. |
| | D. | To the extent that our opinions involve the laws of the State of Georgia with respect to Imedex, LLC, a Georgia limited liability company (the “Georgia Guarantor”), and the laws of the State of Maryland with respect to I.G.G. of America, Inc., a Maryland corporation (the “Maryland Guarantor”), we have relied, with the consent of Hunton & Williams LLP, solely on its opinion, dated the date hereof, which is being filed as Exhibit 5.2 to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement (the “H&W Opinion”), and our opinions are, to such extent, subject to the same qualifications, assumptions and limitations as are set forth in the H&W Opinion. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
3
Exhibit A
List of Guarantors
| | |
| Subsidiary | | State of Organization |
| Ambulatory Pharmaceutical Services, Inc. | | New Jersey |
| AmerisourceBergen Consulting Services, Inc. | | Delaware |
| AmerisourceBergen Drug Corporation | | Delaware |
| AmerisourceBergen Holding Corporation | | Delaware |
| AmerisourceBergen Services Corporation | | Delaware |
| AmerisourceBergen Specialty Group, Inc. | | Delaware |
| AmeriSource Health Services Corporation | | Delaware |
| AmeriSource Heritage Corporation | | Delaware |
| Anderson Packaging, Inc. | | Illinois |
| APS Enterprises Holding Company, Inc. | | Delaware |
| ASD Specialty Healthcare, Inc. | | California |
| AutoMed Technologies, Inc. | | Delaware |
| Bellco Drug Corp. | | New York |
| Clinical Outcomes Resource Application Corporation | | New York |
| Dialysis Purchasing Alliance, Inc. | | New York |
| Health Services Capital Corporation | | Delaware |
| I.G.G. of America, Inc. | | Maryland |
| IHS Acquisition XXX, Inc. | | Delaware |
| Imedex, LLC | | Georgia |
| Integrated Commercialization Solutions, Inc. | | California |
| International Oncology Network Solutions, Inc. | | Delaware |
| International Physician Network, L.L.C. | | Delaware |
| IntrinsiQ Holdings, Inc. | | Delaware |
| IntrinsiQ, LLC | | Delaware |
| Liberty Acquisition Corp. | | Delaware |
| Medical Initiatives, Inc. | | Florida |
| Pharm Plus Acquisition, Inc. | | Delaware |
| Pharmacy Healthcare Solutions, Ltd. | | Texas |
| Premier Source Diagnostics Inc. | | Delaware |
| Premier Source, LLC | | California |
| Solana Beach, Inc. | | Delaware |
| Specialty Pharmacy, Inc. | | Delaware |
| Specialty Pharmacy of California, Inc. | | California |
| Telepharmacy Solutions, Inc. | | Delaware |
| The Lash Group, Inc. | | Delaware |
| US Bioservices Corporation | | Delaware |
| Value Apothecaries, Inc. | | Texas |
| Xcenda, L.L.C. | | Florida |
