Exhibit 5.1
[Holland & Knight LLP Letterhead]
August 3, 2007
PharMerica Corporation
1901 Campus Place
Louisville, KY 40299
| Re: | PharMerica Corporation |
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement (the “Registration Statement”) on Form S-8 filed today by PharMerica Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), up to 4,334,642 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, which may be issued by the Company to certain employees, directors, consultants, advisors or other service providers of the Company under the PharMerica Corporation 2007 Omnibus Incentive Plan (the “Plan”).
In rendering the opinion set forth herein, we have acted as counsel for the Company and have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as amended, (iii) the By-laws of the Company, as amended, (iv) the Plan, and (v) the resolutions of the Board of Directors of the Company in connection with the Registration Statement. We also examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Company, certificates of public officials, and representatives of the Company, and other documents as we deemed necessary to deliver the opinion expressed below.
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 certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, and having regard for such legal considerations that we deem relevant, it is our opinion that the Shares which will be issued pursuant to the Plan have been duly authorized, and when (i) the Registration Statement becomes effective under the Securities Act and (ii) the Shares are issued, delivered and paid for in accordance with the Plan and applicable resolutions of the Board and the Compensation Committee of the Board, the Shares are or will be validly issued, fully paid and non-assessable shares of Common Stock of the Company.
The foregoing opinion is limited to the federal laws of the United States and General Corporation Law of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction. In this connection, we hereby confirm that the foregoing reference to the General Corporation Law of the State of Delaware includes the statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
HOLLAND & KNIGHT LLP |
