Exhibit 5.1
[Letterhead of Dechert LLP]
November 10, 2003
Select Medical Corporation
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055
Re: Registration Statement on Form S-4
Registration No. 333-109776
Gentlemen and Ladies:
We have acted as counsel to Select Medical Corporation, a Delaware corporation
(the "Company"), and each of the companies listed on the Table of Additional
Registrants in the Registration Statement on Form S-4 (Registration No.
333-109776) (the "Registration Statement") (each such Company, a "Guarantor" and
collectively the "Guarantors") in connection with the preparation and filing by
the Company and the Guarantors of the Registration Statement with the Securities
and Exchange Commission for the purpose of registering the issuance of up to an
aggregate principal amount of $175,000,000 of the Company's 7-1/2% Senior
Subordinated Notes due 2013 (the "Exchange Notes") and the Guarantors'
guarantees thereof (the "Exchange Guarantees") under the Securities Act of 1933,
as amended (the "Securities Act"). The Exchange Notes are to be issued in
exchange for an equal aggregate principal amount of outstanding 7-1/2% Senior
Subordinated Notes due 2013 originally issued by Select Medical Escrow, Inc.
(the "Existing Notes") and the Guarantors' guarantees thereof pursuant to the
Exchange and Registration Rights Agreement among Select Medical Escrow, Inc.,
the Company, the Guarantors, J.P. Morgan Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Inc., Wachovia Capital Markets, LLC, SG Cowen Securities
Corporation, CIBC World Markets Corp., Fleet Securities, Inc., and Jefferies &
Company, Inc., which is filed as Exhibit 4.6 to the Registration Statement. The
Exchange Notes and the Exchange Guarantees are to be issued pursuant to the
terms of the Indenture (the "Original Indenture") by and among Select Medical
Escrow, Inc. and U.S. Bank Trust National Association, as trustee (the
"Trustee"), which is filed as Exhibit 4.4 to the Registration Statement, and
which was amended by the Supplemental
Select Medical Corporation
November 10, 2003
Page 2
Indenture by and among the Company, Select Medical Escrow, Inc., the Guarantors
and the Trustee (the "Supplemental Indenture," and, together with the Original
Indenture, the "Indenture"), which is filed as Exhibit 4.7 to the Registration
Statement. The Indenture is to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA").
In connection with the foregoing, we have reviewed such records, documents,
agreements and certificates, and examined such questions of law, as we have
considered necessary or appropriate for the purpose of this opinion. In making
our examination of records, documents, agreements and certificates, we have
assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates (other than persons executing documents, agreements and
certificates on behalf of the Company and the Guarantors), and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates. In rendering our opinions, we have relied as to
factual matters upon certificates of public officials and certificates and
representations of officers of the Company and the Guarantors.
We have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding agreement of
the Trustee. In addition, we have assumed that there will be no changes in
applicable law between the date of this opinion and the date of issuance and
delivery of the Exchange Notes and the Exchange Guarantees.
Based upon and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Company
and, when (a) the Registration Statement has been declared effective, (b) the
Indenture has been duly qualified under the TIA, (c) the Exchange Notes have
been duly executed by the Company and (d) the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture and
issued and delivered in exchange for the Existing Notes in accordance with the
terms set forth in the prospectus which is included in the Registration
Statement, will constitute valid and legally binding obligations of the Company,
as issuer, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors' rights
generally, general
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November 10, 2003
Page 3
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
2. The Exchange Guarantees have been duly authorized by each of
the Guarantors and, when (a) the Registration Statement has been declared
effective, (b) the Indenture has been duly qualified under the TIA, (c) the
Exchange Notes have been duly executed by the Company and (d) the Exchange Notes
have been duly authenticated by the Trustee in accordance with the terms of the
Indenture and issued and delivered in exchange for the Existing Notes in
accordance with the terms set forth in the prospectus which is included in the
Registration Statement, will constitute valid and legally binding obligations of
the Guarantors enforceable against the Guarantors in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
The opinions expressed herein are limited to the General Corporation Law of the
State of Delaware and the laws of the United States of America and the State of
New York, and we express no opinion concerning the laws of any other
jurisdiction. For the purposes of our opinion with respect to the due
authorization of any of Exchange Guarantees by any Subsidiary or Guarantor not
incorporated or organized in Pennsylvania, New York, New Jersey, Massachusetts
or Delaware, we have assumed that the corporate, limited liability company,
partnership or limited partnership law of the jurisdiction of incorporation or
organization of such entities is identical to that of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
contained therein under the caption "Legal matters." 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,
Dechert LLP