Exhibit 5.1
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES TAIWAN BOSTON HOUSTON AUSTIN HANOI HO CHI MINH CITY |
FIRM and AFFILIATE OFFICES
www.duanemorris.com | SHANGHAI ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR OMAN A GCC REPRESENTATIVE OFFICE OF DUANE MORRIS
ALLIANCES IN MEXICO AND SRI LANKA | ||||||
June 2, 2020
StoneMor Partners L.P.
Cornerstone Family Services of West Virginia Subsidiary, Inc.
3600 Horizon Boulevard
Trevose, Pennsylvania 19053
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as counsel for StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“CFS West Virginia” and together with the Partnership, the “Issuers”), each of the guarantors listed on Annex A hereto (the “Covered Guarantors”) and each of the guarantors listed on Annex B hereto (the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”), with respect to the preparation of the Registration Statement on FormS-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission in connection with (i) the issuance by the Issuers of up to $349,595,841 aggregate principal amount of their 9.875%/11.500% Senior Secured Notes PIK Toggle due 2024 (the “New Notes”) registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for up to $349,595,841 aggregate principal amount of the Issuers’ outstanding 9.875%/11.500% Senior Secured Notes PIK Toggle due 2024 (the “Old Notes” and, together with the New Notes, the “Notes”) and (ii) the Guarantors’ unconditional guarantees of the payment of the New Notes (the “Guarantees”) also being registered pursuant to the Registration Statement under the Securities Act.
The Old Notes were issued and the New Notes will be issued pursuant to an Indenture dated as of June 27, 2019, as supplemented by that certain First Supplemental Indenture dated December 31, 2019, that certain Second Supplemental Indenture dated January 30, 2020 and that certain Third Supplemental Indenture dated April 1, 2020 (as amended from time to time, the “Indenture”), among the Issuers, the Guarantors, the initial purchasers party thereto, and Wilmington Trust, National Association, as trustee and collateral agent. The Indenture provides that it, the Guarantees and the Notes are to be governed by, and construed in accordance with, the laws of the State of New York.
DUANE MORRISLLP | ||
| 30 SOUTH 17TH STREET PHILADELPHIA, PA 19103-4196 | PHONE: +1 215 979 1000 FAX: +1 215 979 1020 |
StoneMor Partners L.P.
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Page 2
June 2, 2020
In rendering the opinions set forth below, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of the opinions expressed below, including originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Indenture, the Notes and such other certificates, laws, statutes, documents and other instruments as we considered appropriate for purposes of the opinions expressed below. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, also relied upon certificates of officers and representatives of the Issuers, the Guarantors and public officials as we have deemed necessary as a basis for such opinions. In connection with rendering the opinions set forth below, we have assumed that: (i) all signatures contained in all documents examined by us are genuine, (ii) all information contained in all documents reviewed by us is true and correct, (iii) the legal capacity of natural persons, (iv) all documents submitted to us as copies conform to the originals of those documents, (v) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and (vi) the New Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.
To the extent that the obligations of the Issuers or the Guarantors under or in respect of the Notes, the Guarantees or the Indenture, as applicable, may be dependent upon such matters, we have assumed for purposes of this opinion that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture has been duly authorized, executed and delivered by each of the parties thereto (other than the Issuers and the Guarantors); (iv) the Indenture constitutes a legal, valid and binding obligation of each of the parties thereto (other than the Issuers and the Guarantors), enforceable against such parties in accordance with its terms; (v) the Trustee is in compliance generally, and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; (vi) the status of the Indenture and the New Notes as legally valid and binding obligations of the parties is not affected by any (A) breaches of, or defaults under, agreements or instruments, (B) violations of statutes, rules, regulations or court or governmental orders, or (C) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities; and (vii) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
Based upon and subject to the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that when the New Notes have been duly executed, issued and authenticated in accordance with the Indenture and delivered as contemplated in the Registration Statement, (i) such New Notes will be legally issued and will constitute valid and legally binding obligations of each of the Issuers, enforceable against each of the Issuers in accordance with their terms, and (ii) the Guarantees will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject, in each case, to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the
StoneMor Partners L.P.
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Page 3
June 2, 2020
rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) our expressing no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in the Indenture where the same is contrary to law or public policy, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, or (e) the severability, if invalid, of provisions to the foregoing effect.
The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the States of California, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, New York, Ohio, Pennsylvania and Virginia (including all applicable statutory provisions and reported judicial decisions interpreting those laws), and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. Although the firm does not maintain an office in the States of Ohio or Connecticut or the Commonwealth of Virginia, various attorneys with the firm are admitted to the practice of law in those jurisdictions.
We are not admitted or qualified to practice law in the jurisdictions listed opposite each Other Guarantor’s name on Annex B attached hereto or in West Virginia, the jurisdiction of formation of CFS West Virginia (together, 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 and CFS West Virginia, as applicable, copies of which have been filed as Exhibits 5.2 through 5.21 to the Registration Statement, with respect to matters governed by the laws of the Other Jurisdictions. With respect to laws of the Other Jurisdictions, the opinions expressed herein are subject to the same qualifications, assumptions and limitations as set forth in such special counsels’ opinions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
StoneMor Partners L.P.
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Page 4
June 2, 2020
Very truly yours,
/s/ Duane Morris LLP
Annex A
Covered Guarantors
| Guarantor | Jurisdiction of Organization | |
StoneMor California, Inc. | California | |
StoneMor California Subsidiary, Inc. | California | |
Sierra View Memorial Park | California | |
Willowbrook Management Corp. | Connecticut | |
Cemetery Management Services, L.L.C. | Delaware | |
Cornerstone Trust Management Services LLC | Delaware | |
Cemetery Management Services of Ohio, L.L.C. | Delaware | |
Plymouth Warehouse Facilities LLC | Delaware | |
Cornerstone Family Insurance Services, Inc. | Delaware | |
Cornerstone Funeral and Cremation Services LLC | Delaware | |
Glen Haven Memorial Park LLC | Delaware | |
Henlopen Memorial Park LLC | Delaware | |
Henlopen Memorial Park Subsidiary LLC | Delaware | |
Lorraine Park Cemetery LLC | Delaware | |
Osiris Holding Finance Company | Delaware | |
Osiris Holding of Maryland LLC | Delaware | |
Perpetual Gardens.Com, Inc. | Delaware | |
StoneMor Inc. | Delaware | |
StoneMor LP Holdings LLC | Delaware | |
StoneMor Operating LLC | Delaware | |
WNCI LLC | Delaware | |
StoneMor Florida Subsidiary LLC | Florida | |
StoneMor Florida LLC | Florida | |
Lakewood Memory Gardens South LLC | Georgia | |
Lakewood Memory Gardens South Subsidiary, Inc. | Georgia | |
StoneMor Georgia LLC | Georgia | |
StoneMor Georgia Subsidiary, Inc. | Georgia | |
StoneMor Illinois LLC | Illinois | |
StoneMor Illinois Subsidiary LLC | Illinois | |
Bronswood Cemetery, Inc. | Illinois | |
Cedar Hill Funeral Home, Inc. | Maryland | |
Columbia Memorial Park LLC | Maryland | |
Columbia Memorial Park Subsidiary, Inc. | Maryland | |
Glen Haven Memorial Park Subsidiary, Inc. | Maryland | |
Lorraine Park Cemetery Subsidiary, Inc. | Maryland | |
Modern Park Development LLC | Maryland | |
Modern Park Development Subsidiary, Inc. | Maryland | |
Osiris Holding of Maryland Subsidiary, Inc. | Maryland | |
Springhill Memory Gardens LLC | Maryland | |
Springhill Memory Gardens Subsidiary, Inc. | Maryland | |
Sunset Memorial Park LLC | Maryland | |
Sunset Memorial Park Subsidiary, Inc. | Maryland | |
Wicomico Memorial Parks LLC | Maryland | |
Wicomico Memorial Parks Subsidiary, Inc. | Maryland | |
W N C Subsidiary, Inc. | Maryland | |
Arlington Development Company | New Jersey | |
Cornerstone Family Services of New Jersey, Inc. | New Jersey | |
Legacy Estates, Inc. | New Jersey | |
Osiris Management, Inc. | New Jersey | |
Osiris Telemarketing Corp. | New York | |
StoneMor Ohio LLC | Ohio | |
StoneMor Ohio Subsidiary, Inc. | Ohio | |
CMS West LLC | Pennsylvania |
A-1
CMS West Subsidiary LLC | Pennsylvania | |
Eloise B. Kyper Funeral Home, Inc. | Pennsylvania | |
StoneMor Pennsylvania LLC | Pennsylvania | |
Juniata Memorial Park LLC | Pennsylvania | |
Laurelwood Holding Company | Pennsylvania | |
StoneMor Cemetery Products LLC | Pennsylvania | |
Osiris Holding of Pennsylvania LLC | Pennsylvania | |
StoneMor Pennsylvania Subsidiary LLC | Pennsylvania | |
Rolling Green Memorial Park LLC | Pennsylvania | |
Stephen R. Haky Funeral Home, Inc. | Pennsylvania | |
StoneMor Holding of Pennsylvania LLC | Pennsylvania | |
Tioga County Memorial Gardens LLC | Pennsylvania | |
Woodlawn Memorial Park Subsidiary LLC | Pennsylvania | |
Forest Lawn Gardens, Inc. | Pennsylvania | |
Kirk & Nice, Inc. | Pennsylvania | |
Kirk & Nice Suburban Chapel, Inc. | Pennsylvania | |
Alleghany Memorial Park LLC | Virginia | |
Alleghany Memorial Park Subsidiary, Inc. | Virginia | |
Altavista Memorial Park LLC | Virginia | |
Altavista Memorial Park Subsidiary, Inc. | Virginia | |
Augusta Memorial Park Perpetual Care Company | Virginia | |
Birchlawn Burial Park LLC | Virginia | |
Birchlawn Burial Park Subsidiary, Inc. | Virginia | |
Cemetery Investments LLC | Virginia | |
Cemetery Investments Subsidiary, Inc. | Virginia | |
Covenant Acquisition LLC | Virginia | |
Covenant Acquisition Subsidiary, Inc. | Virginia | |
Henry Memorial Park LLC | Virginia | |
Henry Memorial Park Subsidiary, Inc. | Virginia | |
KIRIS LLC | Virginia | |
KIRIS Subsidiary, Inc. | Virginia | |
Laurel Hill Memorial Park LLC | Virginia | |
Laurel Hill Memorial Park Subsidiary, Inc. | Virginia | |
Loewen [Virginia] LLC | Virginia | |
Loewen [Virginia] Subsidiary, Inc. | Virginia | |
Oak Hill Cemetery LLC | Virginia | |
Oak Hill Cemetery Subsidiary, Inc. | Virginia | |
PVD Acquisitions LLC | Virginia | |
PVD Acquisitions Subsidiary, Inc. | Virginia | |
Rockbridge Memorial Gardens LLC | Virginia | |
Rockbridge Memorial Gardens Subsidiary Company | Virginia | |
Rose Lawn Cemeteries LLC | Virginia | |
Rose Lawn Cemeteries Subsidiary, Incorporated | Virginia | |
Roselawn Development LLC | Virginia | |
Roselawn Development Subsidiary Corporation | Virginia | |
Russell Memorial Cemetery LLC | Virginia | |
Russell Memorial Cemetery Subsidiary, Inc. | Virginia | |
Shenandoah Memorial Park LLC | Virginia | |
Shenandoah Memorial Park Subsidiary, Inc. | Virginia | |
Southern Memorial Sales LLC | Virginia | |
Southern Memorial Sales Subsidiary, Inc. | Virginia | |
Star City Memorial Sales LLC | Virginia | |
Star City Memorial Sales Subsidiary, Inc. | Virginia | |
Stitham LLC | Virginia | |
Stitham Subsidiary, Incorporated | Virginia | |
Sunset Memorial Gardens LLC | Virginia | |
Sunset Memorial Gardens Subsidiary, Inc. | Virginia | |
Temple Hill LLC | Virginia | |
Temple Hill Subsidiary Corporation | Virginia | |
Virginia Memorial Service LLC | Virginia | |
Virginia Memorial Service Subsidiary Corporation | Virginia | |
Prince George Cemetery Corporation | Virginia |
A-2
Annex B
Other Guarantors
| Guarantor | Jurisdiction of Organization | |
StoneMor Alabama LLC | Alabama | |
StoneMor Alabama Subsidiary, Inc. | Alabama | |
The Valhalla Cemetery Company LLC | Alabama | |
The Valhalla Cemetery Subsidiary Corporation | Alabama | |
StoneMor Arkansas Subsidiary LLC | Arkansas | |
StoneMor Colorado LLC | Colorado | |
StoneMor Colorado Subsidiary LLC | Colorado | |
StoneMor Hawaiian Joint Venture Group LLC | Hawaii | |
StoneMor Hawaii LLC | Hawaii | |
StoneMor Hawaii Subsidiary, Inc. | Hawaii | |
StoneMor Indiana LLC | Indiana | |
StoneMor Indiana Subsidiary LLC | Indiana | |
Chapel Hill Funeral Home, Inc. | Indiana | |
Covington Memorial Funeral Home, Inc. | Indiana | |
Covington Memorial Gardens, Inc. | Indiana | |
Forest Lawn Memorial Chapel, Inc. | Indiana | |
Forest Lawn Memory Gardens, Inc. | Indiana | |
StoneMor Iowa LLC | Iowa | |
StoneMor Iowa Subsidiary LLC | Iowa | |
StoneMor Kansas LLC | Kansas | |
StoneMor Kansas Subsidiary LLC | Kansas | |
StoneMor Kentucky LLC | Kentucky | |
StoneMor Kentucky Subsidiary LLC | Kentucky | |
Chapel Hill Associates, Inc. | Michigan | |
StoneMor Mississippi LLC | Mississippi | |
StoneMor Mississippi Subsidiary LLC | Mississippi | |
StoneMor Missouri LLC | Missouri | |
StoneMor Missouri Subsidiary LLC | Missouri | |
StoneMor North Carolina LLC | North Carolina | |
StoneMor North Carolina Funeral Services, Inc. | North Carolina | |
StoneMor North Carolina Subsidiary LLC | North Carolina | |
StoneMor Oklahoma LLC | Oklahoma | |
StoneMor Oklahoma Subsidiary LLC | Oklahoma | |
StoneMor Oregon LLC | Oregon | |
StoneMor Oregon Subsidiary LLC | Oregon | |
StoneMor Puerto Rico LLC | Puerto Rico | |
StoneMor Puerto Rico Subsidiary LLC | Puerto Rico | |
StoneMor Puerto Rico Cemetery and Funeral, Inc. | Puerto Rico | |
Osiris Holding of Rhode Island LLC | Rhode Island | |
Osiris Holding of Rhode Island Subsidiary, Inc. | Rhode Island | |
StoneMor South Carolina LLC | South Carolina | |
StoneMor South Carolina Subsidiary LLC | South Carolina | |
Lakewood/Hamilton Cemetery LLC | Tennessee | |
Lakewood/Hamilton Cemetery Subsidiary, Inc. | Tennessee | |
StoneMor Tennessee Subsidiary, Inc. | Tennessee | |
StoneMor Washington, Inc. | Washington | |
StoneMor Washington Subsidiary LLC | Washington | |
Cornerstone Family Services of West Virginia LLC | West Virginia | |
StoneMor Wisconsin LLC | Wisconsin | |
StoneMor Wisconsin Subsidiary LLC | Wisconsin |
B-1