Exhibit 5.4
March 17, 2016
Local Entities defined below
c/o StoneMor Partners L.P.
3600 Horizon Boulevard
Trevose, PA 19053
Ladies and Gentlemen:
We have acted as special counsel in the State of California to StoneMor California, Inc., a California corporation (“StoneMor California”), StoneMor California Subsidiary, Inc., a California corporation (“StoneMor California Subsidiary”) and Sierra View Memorial Park, a California corporation (“SVMP”, together with StoneMor California and StoneMor California Subsidiary, the “Local Entities” and each a “Local Entity”), each of which is a wholly-owned direct or indirect subsidiary of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation and filing of a Registration Statement onForm S-4 (the “Registration Statement”) by the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone Co.” and together with the Partnership, the “Issuers”), and certain other subsidiaries of the Partnership identified on the Registration Statement including the Local Entities (the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) in connection with (a) the issuance by the Issuers of up to $175,000,000 aggregate principal amount of their 7 7⁄8% Senior Notes due 2021 (the “New Notes”) being registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for up to $175,000,000 aggregate principal amount of the Issuers’ outstanding 7 7⁄8% Senior Notes due 2021 (together with the New Notes, the “Notes”) and (b) the Guarantors’ unconditional guarantee of the payment of the New Notes (the “Guarantees”) also being registered pursuant to the Registration Statement under the Securities Act.
The New Notes will be issued under an Indenture, dated as of May 28, 2013 (the “Original Indenture” and as amended or supplemented from time to time, the “Indenture”), among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee.
In rendering our opinions hereinafter set forth, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
| 1. | the Indenture, as supplemented by Supplemental Indenture No. 1, dated August 8, 2014; |
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| 2. | the Notes; |
| 3. | the Charters and Bylaws of the Local Entities; |
| 4. | the Master Officers’ Certificate, dated March 17, 2016; |
| 5. | the Unanimous Written Consent of All Directors, Managers and Governors of the Subsidiaries of the Partnership (other than StoneMor Operating LLC, Cornerstone Co. and Osiris Holding of Maryland Subsidiary, Inc.) pertaining to the Original Indenture and other matters as more particularly set forth therein dated as of May 13, 2013; |
| 6. | the Unanimous Written Consent of All Directors, Managers and Governors of the Subsidiaries of the Partnership (Other than StoneMor Operating LLC and Cornerstone Co.) pertaining to the Registration Statement and other matters as more particularly set forth therein, dated as of March 16, 2016; |
| 7. | The good standing certificates for the Local Entities from the Secretary of State of California and the Entity Status Certificates from the Franchise Tax Board of California; and |
| 8. | such other documents as we considered appropriate as a basis for the opinions set forth below. |
We also reviewed such questions of law as we considered appropriate for purposes of the opinions hereafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents, and the correctness of all statements of fact contained in the documents examined. We have not performed any independent investigation other than the document examination described above.
We have assumed that the Indenture was duly authorized, executed and delivered by the parties thereto, except as we have specifically opined herein with respect to the Local Entities, that the Registration Statement, and any amendments thereto (including post-effective amendments), will have been declared effective by the Commission and that the New Notes will be duly authorized, executed and delivered by each of the Issuers and will be issued and exchanged in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.
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With respect to facts material to our opinions herein, we have relied, without independent investigation or verification, on representations from officers of the Local Entities and certificates from such officers and from public officials, and have assumed that all such representations and certifications of fact are true, accurate and complete. With respect to our opinion in paragraph 1 below as to the valid existence and good standing of the Local Entities, we have relied exclusively on certificates of status, dated as of recent dates, from officials of the State of California.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:
| 1. | Each Local Entity is validly existing and in good standing under the laws of the State of California. |
| 2. | As of the date of the Indenture, the Local Entities had all corporate power and capacity to execute and deliver the Indenture, and as of the date hereof the Local Entities have all corporate power and capacity to perform their respective obligations thereunder. |
| 3. | All necessary action has been taken on the part of the Local Entities to authorize the execution and delivery of the Indenture and the performance by the Local Entities of their respective obligations thereunder (including their respective Guarantees as provided therein). |
| 4. | The Indenture has been duly executed and delivered by the Local Entities to the extent that execution and delivery are governed by the laws of the State of California. |
The opinions expressed herein are limited in all respects to the laws of the State of California, and we are expressing no opinion as to the effect of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign.
The opinions expressed herein are given as of the date hereof. We assume no obligation to update or supplement the opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur. The opinions are strictly limited to the matters stated herein and no other or more extensive opinions are intended, implied or to be inferred beyond the matters expressly stated herein.
We understand that Vinson & Elkins L.L.P. may rely on this opinion in connection with its opinion, dated the date hereof, filed with the Commission as an exhibit to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our firm under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. In giving such consent, we do not admit that we
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are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations promulgated thereunder.
| Very truly yours, |
| /s/ BLANK ROME LLP |