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[Letterhead of Jones Day]
May 12, 2005
Alderwoods Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, Ohio 45202
- Re:
- Registration Statement on Form S-4 Filed by Alderwoods Group, Inc. and the Guarantors (defined below) Relating to the Exchange Offer (defined below)
Ladies and Gentlemen:
We have acted as counsel to Alderwoods Group, Inc., a Delaware corporation (the "Company"), in connection with the issuance and exchange (the "Exchange Offer") of up to $200,000,000 aggregate principal amount of the Company's 73/4% Senior Notes due 2012 (the "Exchange Notes") for an equal principal amount of the Company's 73/4% Senior Notes due 2012 outstanding on the date hereof (the "Outstanding Notes") and the guarantee of the Exchange Notes by the companies listed on Annex A hereto (collectively, the "Covered Guarantors") and the companies listed on Annex B hereto (collectively, the "Other Guarantors," and, together with the Covered Guarantors, the "Guarantors"). The Exchange Notes will be issued pursuant to the Indenture, dated as of August 19, 2004 (the "Indenture"), by and among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a "Guarantee") on a joint and several basis by the Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary. Based upon the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will be validly issued by the Company and will constitute valid and binding obligations of the Company.
2. The Guarantees of the Exchange Notes (the "Exchange Guarantees") of the Covered Guarantors, when they are executed and delivered in accordance with the terms of the Exchange Offer in exchange for the Guarantees of the Outstanding Notes (the "Outstanding Guarantees") of the Covered Guarantors, will be validly issued by the respective Covered Guarantor and will constitute a valid and binding obligation of the respective Covered Guarantor.
3. The Exchange Guarantees of the Other Guarantors, when they are executed and delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of the Other Guarantors, will constitute a valid and binding obligation of the respective Other Guarantor.
Our opinions with respect to the Exchange Notes and Exchange Guarantees are subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights and remedies generally, and (ii) general equitable principles, whether such principles are considered in a proceeding at law or in equity.
For purposes of our opinions insofar as they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor, and will benefit the respective Guarantor, directly or indirectly.
Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the States of California, Georgia, Illinois, New York, Ohio and Texas, the General Corporation Law of the State of Delaware and the Delaware Revised Uniform Limited Partnership Act, including the applicable provisions of the California Constitution, the Georgia Constitution, the Illinois Constitution, the New York Constitution, the Ohio Constitution and the Texas Constitution and the reported judicial decisions interpreting such laws. We express no opinion as to the effect of the laws of any other jurisdiction.
We are not admitted or qualified to practice law in the jurisdictions listed opposite each Other Guarantor's name on Annex B attached hereto (collectively, the "Other Jurisdictions"). Therefore, in rendering our opinions expressed herein, we have relied solely and without independent investigation upon the opinions of counsel to the Other Guarantors, copies of which have been filed as Exhibits 5.2 through 5.33 to the Registration Statement on Form S-4 of the Company and the Guarantors relating to the Exchange Offer (the "Registration Statement"), with respect to matters governed by the laws of the Other Jurisdictions.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, | |
/s/ Jones Day |
| Name | State | |
|---|---|---|
| Advance Funeral Insurance Services | California | |
| Alderwoods (Texas), Inc. | California | |
| A.L Cemetery | California | |
| Alderwoods Group (California), Inc. | California | |
| Custer Christiansen Covina Mortuary, Inc. | California | |
| Dimond Service Corporation | California | |
| Directors Succession Planning, Inc. | California | |
| Directors Succession Planning II, Inc. | California | |
| DSP General Partner II, Inc. | California | |
| Earthman LP, Inc. | California | |
| Glasband-Malinow-Weinstein Mortuary, Inc. | California | |
| Glasband-Willen Mortuaries | California | |
| Harbor Lawn Memorial Park, Inc. | California | |
| Neel Funeral Directors, Inc. | California | |
| RH Mortuary Corporation | California | |
| San Fernando Mortuary, Inc. | California | |
| Universal Memorial Centers V, Inc. | California | |
| Universal Memorial Centers VI, Inc. | California | |
| White Funeral Home, Inc. | California | |
| Whitehurst-Lakewood Memorial Park and Funeral Service, Inc. | California | |
| Workman Mill Investment Company | California | |
| Administration Services, Inc. | Delaware | |
| Alderwoods (Alabama), Inc. | Delaware | |
| Alderwoods (Commissioner), Inc. | Delaware | |
| Alderwoods (Delaware), Inc. | Delaware | |
| Alderwoods (Mississippi), Inc. | Delaware | |
| Alderwoods (Texas), L.P. | Delaware | |
| American Burial and Cremation Centers, Inc. | Delaware | |
| Directors (Texas), L.P. | Delaware | |
| H.P. Brandt Funeral Home, Inc. | Delaware | |
| Lienkaemper Chapels, Inc. | Delaware | |
| Osiris Holding Corporation | Delaware | |
| RH Cemetery Corp. | Delaware | |
| RH Satellite Properties Corp. | Delaware | |
| Rose Hills Company | Delaware | |
| Rose Hills Holdings Corp. | Delaware | |
| Advanced Planning of Georgia, Inc. | Georgia | |
| Alderwoods (Georgia), Inc. | Georgia | |
| Alderwoods (Georgia) Holdings, Inc. | Georgia | |
| Green Lawn Cemetery Corporation | Georgia | |
| Poteet Holdings, Inc. | Georgia | |
| Southeastern Funeral Homes, Inc. | Georgia | |
| Alderwoods (Chicago Central), Inc. | Illinois | |
| Alderwoods (Chicago North), Inc. | Illinois | |
| Alderwoods (Chicago South), Inc. | Illinois | |
| Alderwoods (Illinois), Inc. | Illinois | |
| Chapel Hill Memorial Gardens & Funeral Home Ltd. | Illinois | |
| Chicago Cemetery Corporation | Illinois | |
| Elmwood Acquisition Corporation | Illinois | |
| Mount Auburn Memorial Park, Inc. | Illinois | |
| The Oak Woods Cemetery Association | Illinois | |
| Pineview Memorial Park, Inc. | Illinois | |
| Ridgewood Cemetery Company, Inc. | Illinois | |
| Ruzich Funeral Home, Inc. | Illinois | |
| Woodlawn Cemetery of Chicago, Inc. | Illinois | |
| Woodlawn Memorial Park, Inc. | Illinois | |
| Alderwoods (New York), Inc. | New York | |
| Northeast Monument Company, Inc. | New York | |
| Alderwoods (Ohio) Cemetery Management, Inc. | Ohio | |
| Alderwoods (Ohio) Funeral Home, Inc. | Ohio | |
| Alderwoods (Texas) Cemetery, Inc. | Texas | |
| CHMP Holdings, Inc. | Texas | |
| DRMP Holdings, Inc. | Texas | |
| DHFH Holdings, Inc. | Texas | |
| DHNC Holdings, Inc. | Texas | |
| Directors Cemetery (Texas), Inc. | Texas | |
| DSP General Partner, Inc. | Texas | |
| Earthman Cemetery Holdings, Inc. | Texas | |
| Earthman Holdings, Inc. | Texas | |
| EDSB Holdings, Inc. | Texas | |
| HFCC Holdings, Inc. | Texas | |
| HFJC Holdings, Inc. | Texas | |
| HFSC Holdings, Inc. | Texas | |
| Panola County Restland Memorial Park, Inc. | Texas | |
| Pioneer Funeral Plans, Inc. | Texas | |
| Travis Land Company | Texas | |
| Tyler Memorial Funeral Home and Chapel, Inc. | Texas | |
| Waco Memorial Park, Inc. | Texas |
| Name | State | |
|---|---|---|
| Advanced Planning (Alabama), Inc. | Alabama | |
| Alderwoods (Alaska), Inc. | Alaska | |
| Alderwoods (Arizona), Inc. | Arizona | |
| Phoenix Memorial Park Association | Arizona | |
| Alderwoods (Arkansas), Inc. | Arkansas | |
| Alderwoods (Colorado), Inc. | Colorado | |
| Alderwoods (Connecticut), Inc. | Connecticut | |
| Coral Ridge Funeral Home and Cemetery, Inc. | Florida | |
| Funeral Services Acquisition Group, Inc. | Florida | |
| Garden Sanctuary Acquisition, Inc. | Florida | |
| Kadek Enterprises of Florida, Inc. | Florida | |
| Levitt Weinstein Memorial Chapels, Inc. | Florida | |
| MHI Group, Inc. | Florida | |
| Naples Memorial Gardens, Inc. | Florida | |
| Osiris Holding of Florida, Inc. | Florida | |
| Security Trust Plans, Inc. | Florida | |
| Alderwoods (Idaho), Inc. | Idaho | |
| Advance Planning of America, Inc. | Indiana | |
| Alderwoods (Indiana), Inc. | Indiana | |
| Ruzich Funeral Home, Inc. | Indiana | |
| Alderwoods (Iowa), Inc. | Iowa | |
| Alderwoods (Kansas), Inc. | Kansas | |
| Alderwoods (Partner), Inc. | Kentucky | |
| Alderwoods (Louisiana), Inc. | Louisiana | |
| Alderwoods (Maryland), Inc. | Maryland | |
| Alderwoods (Massachusetts), Inc. | Massachusetts | |
| Doba-Haby Insurance Agency, Inc. | Massachusetts | |
| Alderwoods (Michigan), Inc. | Michigan | |
| AMG, Inc. | Michigan | |
| WMP, Inc. | Michigan | |
| Alderwoods (Minnesota), Inc. | Minnesota | |
| Family Care, Inc. | Mississippi | |
| Stephens Funeral Fund, Inc. | Mississippi | |
| Alderwoods (Missouri), Inc. | Missouri | |
| Alderwoods (Montana), Inc. | Montana | |
| Alderwoods (Nevada), Inc. | Nevada | |
| Robert Douglas Goundrey Funeral Home, Inc. | New Hampshire | |
| St. Laurent Funeral Home, Inc. | New Hampshire | |
| ZS Acquisition, Inc. | New Hampshire | |
| Alderwoods (New Mexico), Inc. | New Mexico | |
| Alderwoods (North Carolina), Inc. | North Carolina | |
| Carothers Holding Company, Inc. | North Carolina | |
| Lineberry Group, Inc. | North Carolina | |
| Reeves, Inc. | North Carolina | |
| Westminster Gardens, Inc. | North Carolina | |
| MFH, L.L.C. | North Carolina | |
| Alderwoods (Oklahoma), Inc. | Oklahoma | |
| Alderwoods (Oregon), Inc. | Oregon | |
| The Portland Memorial, Inc. | Oregon | |
| Universal Memorial Centers I, Inc. | Oregon | |
| Universal Memorial Centers II, Inc. | Oregon | |
| Universal Memorial Centers III, Inc. | Oregon | |
| Alderwoods (Pennsylvania), Inc. | Pennsylvania | |
| Bright Undertaking Company | Pennsylvania | |
| H. Samson, Inc. | Pennsylvania | |
| Knee Funeral Home of Wilkinsburg, Inc. | Pennsylvania | |
| Nineteen Thirty-Five Holdings, Inc. | Pennsylvania | |
| Oak Woods Management Company | Pennsylvania | |
| Alderwoods (Rhode Island), Inc. | Rhode Island | |
| Alderwoods (South Carolina), Inc. | South Carolina | |
| Graceland Cemetery Development Co. | South Carolina | |
| Alderwoods (Tennessee), Inc. | Tennessee | |
| Eagle Financial Associates, Inc. | Tennessee | |
| Alderwoods (Virginia), Inc. | Virginia | |
| Alderwoods (Washington), Inc. | Washington | |
| Evergreen Funeral Home and Cemetery, Inc. | Washington | |
| Green Service Corporation | Washington | |
| S&H Properties and Enterprises, Inc. | Washington | |
| Vancouver Funeral Chapel, Inc. | Washington | |
| Alderwoods (West Virginia), Inc. | West Virginia | |
| Alderwoods (Wisconsin), Inc. | Wisconsin | |
| Northern Land Company, Inc. | Wisconsin |