[DLA PIPER RUDNICK LETTERHEAD APPEARS HERE]
Exhibit 5.2
June 20, 2006
CRC Health Corporation
20400 Stevens Creek Boulevard
Suite 600
Cupertino, California 95014
| Re: | $200,000,000 aggregate principal amount of 10 3/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 3/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees. |
Ladies and Gentlemen:
We have acted as local California counsel to the various Subsidiaries, as defined below, in connection with (i) the proposed issuance by CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of Two Hundred Million Dollars ($200,000,000) aggregate principal amount of its 10 3/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”) in exchange for a like principal amount of the Issuer’s outstanding 10 3/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantees”) by the Subsidiaries, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Subsidiaries with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act. The Subsidiaries consist of the following wholly-owned subsidiaries of the Issuer:
| (a) | Treatment Associates, Inc., a California corporation; |
| (b) | Jeff-Grand Management Co., Inc., a California corporation; |
| (c) | San Diego Health Alliance, a California corporation; |
| (d) | Transcultural Health Development, Inc., a California corporation; |
| (e) | WCHS, Inc., a California corporation; |
| (f) | 4therapy.com Network, a California corporation |
| (g) | The Camp Recovery Centers, L.P., a California limited partnership; |
| (h) | California Treatment Services, a California general partnership |
| (i) | Milwaukee Health Services System, a California general partnership |
| (j) | San Diego Treatment Services, a California general partnership |
CRC Health Corporation
June 20, 2006
Page Two
The entities listed in subsections (a) through (f) above are referred to collectively herein as the “Corporate Subsidiaries”; the entity listed on subsection (g) above is referred to herein as the “LP Subsidiary”; the entities listed in subsections (h) through (j) above are referred to collectively herein as the “GP Subsidiaries”; and all of the entities listed above are referred to collectively herein as the “Subsidiaries”.
The Initial Notes have been, and the Exchange Notes will be, issued pursuant to that certain Indenture dated as of February 6, 2006 (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation (the “Initial Issuer”), the Subsidiaries, the other subsidiaries named in the signatures pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantees are contained in the Indenture and the Exchange Guarantees will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture, used herein and not otherwise defined herein, shall have the meanings given them in the Indenture.
As used herein:
(i) “Applicable Law” means the laws of the State of California (the “State”) and the Federal laws of the United States of America, that are binding on the Subsidiaries and, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (defined below), without our having made any special investigation as to the applicability of any specific law.
(ii) “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority required by the Applicable Laws.
| I. | BASIS OF OPINIONS |
We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:
(a) An executed copy of that certain Indenture (the “Indenture”), dated as of February 6, 2006, by and among U.S. Bank National Association, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including the Subsidiaries;
(b) An executed copy of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 6, 2006, by and among J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC as initial purchasers, the Initial Issuer, the Issuer and the Guarantors (as defined therein), including the Subsidiaries;
CRC Health Corporation
June 20, 2006
Page Three
(c) An executed copy of that certain Notation of Guarantee (the “Notation of Guarantee”), dated as of February 6, 2006, by the Guarantors (as defined in the Indenture), including the Subsidiaries;
(d) The Articles of Incorporation of each of the Corporate Subsidiaries, certified by the Office of the Secretary of State of California as of May 2, 2006, and certified to us by an officer of each of the Corporate Subsidiaries as being complete and in full force and effect as of the date of this opinion;
(e) The Bylaws of the each of the Corporate Subsidiaries, certified to us by an officer of each of the Corporate Subsidiaries as being complete and in full force and effect as of the date of this opinion;
(f) The Certificate of Formation of Limited Partnership of the LP Subsidiary, certified by the Office of the Secretary of State of California as of May 1, 2006, and certified to us by an authorized agent of the LP Subsidiary as being complete and in full force and effect as of the date of this opinion;
(g) The limited partnership agreement of the LP Subsidiary, certified to us by an authorized agent of the LP Subsidiary as being complete and in full force and effect as of the date of this opinion;
(h) The general partnership agreement of each of the GP Subsidiaries, certified to us by an authorized agent of each of the GP Subsidiaries as being complete and in full force and effect as of the date of this opinion;
(i) A Certificate of Good Standing relating to each of the Corporate Subsidiaries and the LP Subsidiary, issued by the Secretary of State of the State of California, dated May 1, 2006, with respect to the LP Subsidiary, and May 2, 2006, with respect to the Corporate Subsidiaries;
(j) Records certified to us by an officer of each of the Corporate Subsidiaries as constituting all records of proceedings and actions of the Board of Directors and stockholders of each of the Corporate Subsidiaries relating to the transactions contemplated by the Transaction Documents;
(k) Records certified to us by an authorized agent of the LP Subsidiary and each of the GP Subsidiaries as constituting all records of proceedings and actions of the partners of each such Subsidiary with respect to the transactions contemplated by the Transaction Documents; and
CRC Health Corporation
June 20, 2006
Page Four
(l) Certificates from an officer or authorized agent of each of the Subsidiaries, including an incumbency certificate (collectively, the “Officer’s Certificates”).
The documents described in subsections (a) through (c) above are referred to herein collectively as the “Transaction Documents”. The documents described in subsections (d) through (h) are referred to herein collectively as the “Governing Documents”.
Our opinion expressed in Paragraph 1 of Part IV as to the good standing of each of the Corporate Subsidiaries and the LP Subsidiary under the laws of the State is based solely upon the certificates enumerated in Paragraph (i) of this Part I (the “Certificates”). We have made no additional investigation after the respective dates of the Certificates in rendering our opinion expressed in Paragraph 1 of Part IV.
| II. | ASSUMPTIONS |
We have assumed the following:
1. The authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.
2. The representations and warranties as to factual matters made by the Subsidiaries in the Transaction Documents and the other parties thereto are true and correct. We have also assumed the due execution and delivery of the Transaction Documents and all other documents referenced therein by each party other than Subsidiaries when due execution and delivery are a prerequisite to the effectiveness thereof.
| III. | LIMITATIONS AND EXCLUSIONS |
We express no opinion as to any securities, anti-trust, tax, land use, safety, environmental, hazardous materials, privacy, insurance, company or banking laws, rules or regulations or as to the enforceability of the Transaction Documents.
Our opinion in Subparagraph 3(c) of Part IV is based solely on our review of the decrees, orders or judgments identified to us in the Officer’s Certificate as constituting all decrees orders or judgments binding on the Subsidiaries (each, a “Governmental Order”); such Governmental Orders, if any, are listed onSchedule A attached hereto.
CRC Health Corporation
June 20, 2006
Page Five
Our opinion with respect to the “valid” existence of the GP Subsidiaries is qualified to mean only that the GP Subsidiaries have not been terminated or merged or converted into another entity.
This opinion is limited to the federal laws of the United States of America and the laws of the State, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. As to matters of the laws of the State, we have based our opinion solely upon our examination of such laws, as reported in standard, unofficial compilations.
| IV. | OPINIONS |
Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for our opinion, and subject to the limitations and qualifications expressed below, it is our opinion that:
1. Each of the Subsidiaries is a corporation, limited partnership or general partnership, as applicable, validly existing under the laws of the State of California. Each of the Corporate Subsidiaries and the LP Subsidiary are qualified to do business and in good standing in the State of California.
2. Each Transaction Document has been duly authorized by all necessary corporate action on the part of each of the Subsidiaries and has been duly executed and delivered by each of the Subsidiaries.
3. The execution, delivery and performance by each of the Subsidiaries of the Transaction Documents will not: (a) violate any Applicable Law; (b) conflict with or result in a breach of or constitute a default under the Governing Documents; or (c) violate any Governmental Order.
CRC Health Corporation
June 20, 2006
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We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantees. We also consent to the identification of our firm as local counsel to the Subsidiaries. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.
Very truly yours,
DLA PIPER RUDNICK GRAY CARY US LLP
/s/ DLA PIPER RUDNICK
GRAY CARY US LLP
CRC Health Corporation
June 20, 2006
Page Seven
SCHEDULE A
GOVERNMENTAL ORDERS
None.