Exhibit 5.1
[BLANK ROME LLP LETTERHEAD]
June 28, 2005
Genesis HealthCare Corporation
Each of the Subsidiaries of Genesis HealthCare Corporation
set forth on Schedule A hereto,
c/o Genesis HealthCare Corporation
101 East State Street
Kennett Square, Pennsylvania 19348
| Re: | Genesis HealthCare Corporation | |
| $180,000,000 2.5% Convertible Senior Subordinated Debentures due | ||
| 2025 and the Common Stock Issuable upon Conversion of the Debentures |
Ladies and Gentlemen:
We acted as counsel to Genesis HealthCare Corporation, a Pennsylvania corporation (the “Company”), and each of the subsidiaries of the Company set forth on Schedule A hereto (the “Subsidiary Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) covering: (i) $180,000,000 in aggregate principal amount of the Company’s 2.5% Convertible Senior Subordinated Debentures due 2025 (the “Debentures”) that were previously issued and sold in a transaction exempt from registration under the Securities Act; (ii) 3,320,874 shares of the Company’s common stock, par value $0.01 per share, issuable upon conversion of the Debentures (the “Conversion Shares”); and (iii) the guarantees of the Debentures (and the indebtedness evidenced by the Debentures) granted by the Subsidiary Guarantors (the “Guarantees”), in each case that may be sold from time to time pursuant to Rule 415 under the Securities Act by certain selling securityholders referred to in the prospectus that is part of the Registration Statement. The Debentures were issued under the Indenture, dated as of March 2, 2005 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York, as trustee (the “Trustee”). This opinion is being furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As a basis for rendering the opinions contained herein, we have examined only the following documents: the Registration Statement, the Indenture, the form of Debenture, the form of Guarantee, resolutions of the boards of directors of the Company and the Subsidiary Guarantors and such other corporate records, agreements, documents and other instruments of the Company and the Subsidiary Guarantors as we have deemed relevant and necessary. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the
Genesis HealthCare Corporation,
et al. June 28, 2005
Page 2
conformity with originals of all documents submitted to us as copies and the correctness of all statements of fact contained therein. We have not performed any independent investigation other than the document examination described above. Our opinions are therefore qualified in all respects by the scope of that document examination.
The opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania and the States of Delaware, Florida, Maryland, New Jersey and New York in effect on the date hereof, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. Insofar as our opinion pertains to matters of Massachusetts, Virginia, Connecticut, New Hampshire and West Virginia law, we have assumed that the corporation, limited liability company and partnership laws, as applicable, of the Commonwealths of Massachusetts and Virginia and the States of Connecticut, New Hampshire and West Virginia are the same as the Pennsylvania Business Corporation Act of 1988, the Pennsylvania Limited Liability Company Law of 1994 and the Pennsylvania Revised Uniform Limited Partnership Act, respectively, with respect to such matters.
For the purpose of this opinion letter, we have assumed that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee and that the Debentures have been duly authenticated by the Trustee.
Based upon and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:
| (i) | the Debentures constitute binding obligations of the Company; | |
| (ii) | the Guarantees constitute binding obligations of each of the Subsidiary | |
| Guarantors; and | ||
| (iii) | the Conversion Shares, when issued and delivered upon conversion of the | |
| Debentures in accordance with the terms of the Indenture, will be legally issued, | ||
| fully paid and non-assessable. |
The opinions set forth in paragraphs (i) and (ii) above are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including concepts of materiality, principles of commercial reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief (regardless of whether enforcement is sought in a proceeding at law or in equity).
Genesis HealthCare Corporation, et al.
June 28, 2005
Page 3
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 hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Validity of the Debentures” in the prospectus that is part of the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated thereunder.
| Very truly yours, | |||
| /s/ | BLANK ROME LLP | ||
Schedule A
Genesis HealthCare Corporation
Subsidiary Guarantors
| Academy Nursing Home, Inc. | |
| ADS Apple Valley Limited Partnership | |
| ADS Apple Valley, Inc. | |
| ADS Consulting, Inc. | |
| ADS Danvers ALF, Inc. | |
| ADS Dartmouth ALF, Inc. | |
| ADS Group, Inc. (The) | |
| ADS Hingham ALF, Inc. | |
| ADS Hingham Limited Partnership | |
| ADS Hingham Nursing Facility, Inc. | |
| ADS Home Health, Inc. | |
| ADS Management, Inc. | |
| ADS Palm Chelmsford, Inc. | |
| ADS Recuperative Center Limited Partnership | |
| ADS Recuperative Center, Inc. | |
| ADS Reservoir Waltham, Inc. | |
| ADS Senior Housing, Inc. | |
| ADS/Multicare, Inc. | |
| ANR, Inc. | |
| Apple Valley Limited Partnership (The) | |
| Apple Valley Operating Corp. | |
| Apple Valley Partnership Holding Company, Inc. (The) | |
| Applewood Health Resources, Inc. | |
| Arcadia Associates | |
| ASL, Inc. | |
| Assisted Living Associates of Berkshire, Inc. | |
| Assisted Living Associates of Lehigh, Inc. | |
| Assisted Living Associates of Sanatoga, Inc. | |
| Berks Nursing Homes, Inc. | |
| Brevard Meridian Limited Partnership | |
| Breyut Convalescent Center, L.L.C. | |
| Brightwood Property, Inc. | |
| Brinton Manor, Inc. | |
| Burlington Woods Convalescent Center, Inc. | |
| Care Haven Associates Limited Partnership | |
| Carefleet, Inc. | |
| Catonsville Meridian Limited Partnership | |
| Century Care Management, Inc. | |
| Chateau Village Health Resources, Inc. | |
| Cheltenham LTC Management, Inc. | |
| CHG Investment Corp., Inc. | |
| CHNR-I, Inc. | |
| Colonial Hall Health Resources, Inc. |
Schedule A-1
Schedule A
| Concord Health Group, Inc. | |
| Concord Service Corporation | |
| Crestview Convalescent Home, Inc. | |
| Crestview North, Inc. | |
| Crystal City Nursing Center, Inc. | |
| Cumberland Associates of Rhode Island, L.P. | |
| CVNR, Inc. | |
| Dawn View Manor, Inc. | |
| Delm Nursing, Inc. | |
| Diane Morgan and Associates, Inc. | |
| Dover Healthcare Associates, Inc. | |
| Easton Meridian Limited Partnership | |
| Edella Street Associates | |
| Eidos, Inc. | |
| ElderCare Resources Corp. | |
| Elmwood Health Resources, Inc. | |
| Encare of Mendham, L.L.C. | |
| Encare of Pennypack, Inc. | |
| Encare of Quakertown, Inc. | |
| Encare of Wyncote, Inc. | |
| ENR, Inc. | |
| Genesis ElderCare Centers - Belvedere, Inc. | |
| Genesis ElderCare Centers - Chapel Manor, Inc. | |
| Genesis ElderCare Centers - Harston, Inc. | |
| Genesis ElderCare Centers - Pennsburg, Inc. | |
| Genesis ElderCare Centers I, L.P. | |
| Genesis ElderCare Centers II, L.P. | |
| Genesis ElderCare Centers III, L.P. | |
| Genesis Eldercare Corp. | |
| Genesis ElderCare Diagnostic Services, Inc. | |
| Genesis Eldercare Home Care Services, Inc. | |
| Genesis ElderCare Hospitality Services, Inc. | |
| Genesis ElderCare Living Facilities, Inc. | |
| Genesis Eldercare National Centers, Inc. | |
| Genesis ElderCare Network Services of Massachusetts, Inc. | |
| Genesis Eldercare Network Services, Inc. | |
| Genesis ElderCare Partnership Centers, Inc. | |
| Genesis Eldercare Physician Services, Inc. | |
| Genesis Eldercare Properties, Inc. | |
| Genesis Eldercare Rehabilitation Services, Inc. | |
| Genesis Eldercare Staffing Services, Inc. | |
| Genesis ElderCare Transportation Services, Inc. | |
| Genesis Health Ventures of Arlington, Inc. | |
| Genesis Health Ventures of Bloomfield, Inc. | |
| Genesis Health Ventures of Clarks Summit, Inc. | |
| Genesis Health Ventures of Indiana, Inc. |
Schedule A-2
Schedule A
| Genesis Health Ventures of Lanham, Inc. | |
| Genesis Health Ventures of Massachusetts, Inc. | |
| Genesis Health Ventures of Naugatuck, Inc. | |
| Genesis Health Ventures of New Garden, Inc. | |
| Genesis Health Ventures of Point Pleasant, Inc. | |
| Genesis Health Ventures of Salisbury, Inc. | |
| Genesis Health Ventures of Wayne, Inc. | |
| Genesis Health Ventures of West Virginia, Inc. | |
| Genesis Health Ventures of West Virginia, Limited Partnership | |
| Genesis Health Ventures of Wilkes-Barre, Inc. | |
| Genesis Health Ventures of Windsor, Inc. | |
| Genesis Healthcare Centers Holdings, Inc. | |
| Genesis HealthCare Holding Company I, Inc. | |
| Genesis HealthCare Holding Company II, Inc. | |
| Genesis Immediate Med Center, Inc. | |
| Genesis of Palisado Avenue, Inc. | |
| Genesis Properties Limited Partnership | |
| Genesis Properties of Delaware Corporation | |
| Genesis Properties of Delaware Ltd. Partnership, L.P. | |
| Genesis SelectCare Corp. | |
| Genesis/VNA Partnership Holding Company, Inc. | |
| Genesis-Georgetown SNF/JV, L.L.C. | |
| Geriatric & Medical Companies, Inc. | |
| Geriatric and Medical Investments Corporation | |
| Geriatric and Medical Services, Inc. | |
| GeriMed Corp. | |
| Glenmark Associates, Inc. | |
| Glenmark Associates - Dawnview Manor, Inc. | |
| Glenmark Limited Liability Company I | |
| Glenmark Properties I, Limited Partnership | |
| Glenmark Properties, Inc. | |
| GMA Construction, Inc. | |
| GMA Partnership Holding Company, Inc. | |
| GMA-Brightwood, Inc. | |
| GMA-Madison, Inc. | |
| GMA-Uniontown, Inc. | |
| GMC Leasing Corporation | |
| GMC-LTC Management, Inc. | |
| GMS Insurance Services, Inc. | |
| Governor’s House Nursing Home, Inc. | |
| Greenspring Meridian Limited Partnership | |
| Groton Associates of Connecticut, L.P. | |
| Hammonds Lane Meridian Limited Partnership | |
| Health Resources of Academy Manor, Inc. | |
| Health Resources of Boardman, Inc. | |
| Health Resources of Bridgeton, L.L.C. |
Schedule A-3
Schedule A
| Health Resources of Brooklyn, Inc. | |
| Health Resources of Cedar Grove, Inc. | |
| Health Resources of Cinnaminson, Inc. | |
| Health Resources of Cinnaminson, L.L.C. | |
| Health Resources of Colchester, Inc. | |
| Health Resources of Columbus, Inc. | |
| Health Resources of Cranbury, L.L.C. | |
| Health Resources of Cumberland, Inc. | |
| Health Resources of Eatontown, L.L.C. | |
| Health Resources of Emery, L.L.C. | |
| Health Resources of Englewood, Inc. | |
| Health Resources of Englewood, L.L.C. | |
| Health Resources of Ewing, Inc. | |
| Health Resources of Ewing, L.L.C. | |
| Health Resources of Fairlawn, L.L.C. | |
| Health Resources of Farmington, Inc. | |
| Health Resources of Gardner, Inc. | |
| Health Resources of Glastonbury, Inc. | |
| Health Resources of Groton, Inc. | |
| Health Resources of Jackson, L.L.C. | |
| Health Resources of Lakeview, Inc. | |
| Health Resources of Lemont, Inc. | |
| Health Resources of Marcella, Inc. | |
| Health Resources of Middletown (RI), Inc. | |
| Health Resources of Morristown, Inc. | |
| Health Resources of North Andover, Inc. | |
| Health Resources of Ridgewood, L.L.C. | |
| Health Resources of Rockville, Inc. | |
| Health Resources of South Brunswick, L.L.C. | |
| Health Resources of Troy Hills, Inc. | |
| Health Resources of Wallingford, Inc. | |
| Health Resources of Warwick, Inc. | |
| Health Resources of West Orange, L.L.C. | |
| Health Resources of Westwood, Inc. | |
| Healthcare Resources Corp. | |
| Helstat, Inc. | |
| Hilltop Health Care Center, Inc. | |
| HMNH Realty, Inc. | |
| HNCA, Inc. | |
| Holly Manor Associates of New Jersey, L.P. | |
| Horizon Associates, Inc. | |
| Horizon Mobile, Inc. | |
| Horizon Rehabilitation, Inc. | |
| House of Campbell (The) | |
| HR of Charlestown, Inc. | |
| HRWV Huntington, Inc. |
Schedule A-4
Schedule A
| Innovative Health Care Marketing, Inc. | |
| Keystone Nursing Home, Inc. | |
| Knollwood Manor, Inc. | |
| Knollwood Nursing Home, Inc. | |
| Lake Manor, Inc. | |
| Lake Washington Ltd. | |
| Lakewood Health Resources, Inc. | |
| Laurel Health Resources, Inc. | |
| Lehigh Nursing Homes, Inc. | |
| Life Support Medical Equipment, Inc. | |
| Life Support Medical, Inc. | |
| LRC Holding Company, Inc. | |
| LWNR, Inc. | |
| Mabri Convalescent Center, Inc. | |
| Manor Management Corp. of Georgian Manor, Inc. | |
| Marlinton Associates, Inc. | |
| Marlinton Partnership Holding Company, Inc. | |
| McKerley Health Care Center - Concord Limited Partnership | |
| McKerley Health Care Center - Concord, Inc. | |
| McKerley Health Care Centers, Inc. | |
| McKerley Health Facilities | |
| Mercerville Associates of New Jersey, L.P. | |
| Meridian Edgewood Limited Partnership | |
| Meridian Health, Inc. | |
| Meridian Healthcare Investments, Inc. | |
| Meridian Healthcare, Inc. | |
| Meridian Perring Limited Partnership | |
| Meridian Valley Limited Partnership | |
| Meridian Valley View Limited Partnership | |
| Meridian/Constellation Limited Partnership | |
| MHNR, Inc. | |
| Middletown (RI) Associates of Rhode Island, L.P. | |
| Milford ALF L.L.C. | |
| Millville Meridian Limited Partnership | |
| MNR, Inc. | |
| Montgomery Nursing Homes, Inc. | |
| Multicare AMC, Inc. | |
| Multicare Companies, Inc. (The) | |
| North Cape Convalescent Center Associates, L.P. | |
| Nursing and Retirement Center of the Andovers, Inc. | |
| Oak Hill Health Care Center, Inc. | |
| PHC Operating Corp. | |
| Philadelphia Avenue Associates | |
| Philadelphia Avenue Corporation | |
| Pocahontas Continuous Care Center, Inc. | |
| Point Pleasant Haven Limited Partnership |
Schedule A-5
Schedule A
| Pompton Associates, L.P. | |
| Pompton Care, L.L.C. | |
| Prescott Nursing Home, Inc. | |
| Prospect Park LTC Management, Inc. | |
| Providence Funding Corporation | |
| Providence Health Care, Inc. | |
| Raleigh Manor Limited Partnership | |
| Respiratory Health Services, L.L.C. | |
| Rest Haven Nursing Home, Inc. | |
| RHS Membership Interest Holding Company | |
| Ridgeland Health Resources, Inc. | |
| River Street Associates | |
| Rivershores Health Resources, Inc. | |
| Riverview Ridge LLC | |
| RLNR, Inc. | |
| Roephel Convalescent Center, L.L.C. | |
| Romney Health Care Center Ltd., Limited Partnership | |
| Rose Healthcare, Inc. | |
| Rose View Manor, Inc. | |
| RSNR, Inc. | |
| RVNR, Inc. | |
| Sarah Brayton General Partnership | |
| Sarah Brayton Partnership Holding Company, Inc. (The) | |
| S.T.B. Investors, LTD. | |
| Schuylkill Nursing Homes, Inc. | |
| Seminole Meridian Limited Partnership | |
| Senior Living Ventures, Inc. | |
| Senior Source, Inc. | |
| Sisterville Haven Limited Partnership | |
| Snow Valley Health Resources, Inc. | |
| Solomont Family Medford Venture, Inc. | |
| Somerset Partnership Holding Company, Inc. (The) | |
| Somerset Ridge General Partnership | |
| Somerset Ridge L.L.C. | |
| Somerset Ridge Limited Partnership | |
| Southern Ocean GP, LLC | |
| Stafford Associates of N.J., L.P. | |
| Stafford Convalescent Center, Inc. | |
| State Street Associates, Inc. | |
| State Street Associates, L.P. | |
| Straus Group-Hopkins House, L.P. (The) | |
| Straus Group-Old Bridge, L.P. (The) | |
| Straus Group-Quakertown Manor, L.P. (The) | |
| Straus Group-Ridgewood, L.P. (The) | |
| SVNR, Inc. | |
| Teays Valley Haven Limited Partnership |
Schedule A-6
Schedule A
| Therapy Care Systems, L.P. | |
| TMC Acquisition Corp. | |
| Tri State Mobile Medical Services, Inc. | |
| Valley Medical Services, Inc. | |
| Valley Transport Ambulance Service, Inc. | |
| Versalink, Inc. | |
| Villas Realty & Investments, Inc. | |
| Volusia Meridian Limited Partnership | |
| Wallingford Associates of Connecticut, L.P. | |
| Walnut LTC Management, Inc. | |
| Warwick Associates of Rhode Island, L.P. | |
| Wayside Nursing Home, Inc. | |
| Weisenfluh Ambulance Service, Inc. | |
| West Phila. LTC Management, Inc. | |
| Westford Nursing and Retirement Center, Inc. | |
| Westford Nursing and Retirement Center, L.P. | |
| Willow Manor Nursing Home, Inc. | |
| Wyncote Healthcare Corp. | |
| Ye Olde Ambulance Company, Inc. | |
| York LTC Management, Inc. |
Schedule A-7