EXHIBIT 5.12
[HIRSCHLER FLEISCHER LETTERHEAD APPEARS HERE]
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 corporate counsel in the Commonwealth of Virginia (the “State”) to the Virginia corporations listed onSchedule 1 attached hereto (each, a “Guarantor” and collectively, the “Guarantors”) in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 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 Guarantors; and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantors 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, although we have not participated in the preparation of such Registration Statement.
The Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of February 6, 2006 (the “Indenture”), between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantors, the other subsidiaries named on the signature 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 and not otherwise defined herein are used herein with the meanings so defined.
| [LOGO] | June 20, 2006 Page 2 |
We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantors and of public officials.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.
Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”); provided, however, we have not been asked to address, do not opine to, and expressly exclude from Opined on Law, any approvals, authorizations, filings or registrations under Virginia’s securities laws relating to the Exchange Guarantees. Further, Opined on Law does not include laws, rules, or regulations applicable to the business conducted or proposed to be conducted by the Guarantors which are not otherwise related to the laws of the State that are applicable to securities of the type covered by the Registration Statement. We call your attention to the fact that the Indenture and the Exchange Guarantees are governed by laws of jurisdictions other than the Commonwealth of Virginia. We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein stated.
Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:
| 1. | The Guarantors are validly existing and in good standing under the laws of the State. |
| 2. | The Indenture has been duly authorized and executed by the Guarantors. |
| 3. | The Exchange Guarantees have been duly authorized by the Guarantors. |
| 4. | The execution of the Indenture by the Guarantors and the performance by the Guarantors of the terms and provisions thereof do not, and the performance of the |
| [LOGO] | June 20, 2006 Page 3 |
terms and provisions of the Exchange Guarantees in accordance with the Indenture will not, violate any laws of the State.
The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof, and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.
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 Guarantors listed onSchedule 1 attached hereto. 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.
Very truly yours,
HIRSCHLER FLEISCHER
A Professional Corporation
/s/ James L. Weinberg
President
Schedule 1
Guarantors
Advanced Treatment Systems, Inc.
ATS of Cecil County, Inc.
ATS of Delaware, Inc.
ATS of North Carolina, Inc.
BGI of Brandywine, Inc.
Bowling Green Inn of Pensacola, Inc.
Bowling Green Inn of South Dakota, Inc.
CAPS of Virginia, Inc.
Galax Treatment Center, Inc.
Virginia Treatment Center, Inc.
Wilmington Treatment Center, Inc.