EXHIBIT 5.1
RIORDAN & McKINZIE
300 South Grand Avenue, Suite 2900
Los Angeles, California 90071
August 3, 1998
6-849-003
Hudson Respiratory Care Inc.
27711 Diaz Road
Post Office Box 9020
Temecula, California 92589-9020
Re: Hudson Respiratory Care Inc. -- Senior Subordinated Notes
due 2008 -- Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as counsel to Hudson Respiratory Care Inc., a California
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act") of, and the offer to
exchange, the Company's 9 1/8% Senior Subordinated Notes due 2008 to be
registered with the Securities and Exchange Commission (the "Commission") (the
"Exchange Notes"), for its outstanding 9 1/8% Senior Subordinated Notes due
2008. This opinion is delivered to you in connection with the Registration
Statement on Form S-4 filed with the Commission on June 5, 1998, and amended
by Amendment No. 1 which will be filed with the Commission on August 4, 1998 (as
amended, the "Registration Statement") for the aforementioned Exchange Notes and
exchange offer, filed as of the date hereof with the Commission under the
Securities Act. Capitalized terms used herein without definition shall have the
meanings given to them in the Registration Statement.
In rendering this opinion, we have examined copies identified to our
satisfaction as being copies of the Indenture, attached as an exhibit to the
Registration Statement, and originals, counterparts or copies identified to our
satisfaction as being true copies of such other documents as we have deemed
necessary or appropriate to render the opinions given below. We have assumed
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies.
We have investigated such questions of law for the purpose of
rendering this opinion as we have deemed necessary. We express no opinion with
respect to compliance with state securities laws or with respect to any state or
federal fraudulent conveyance statutes.
Hudson Respiratory Care Inc.
August 3, 1998
Page 2
Based upon the foregoing and subject to the qualifications, exceptions
and limitations set forth herein, we are of the opinion that, when the Indenture
shall become qualified under the Trust Indenture Act of 1939, as amended, and
when the Exchange Notes shall have been duly executed, authenticated and
delivered in accordance with the Indenture and the exchange offer contemplated
by the Registration Statement, the Exchange Notes will be legally issued and
fully paid and constitute the legally valid and binding obligations of the
Company under the laws of the State of New York, except as may be limited by (i)
bankruptcy, reorganization, insolvency or other similar laws of general
application affecting the rights and remedies of creditors and secured parties
and (ii) the discretion of the courts in applying equitable principles.
To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
valid, binding and enforceable obligation of the Trustee; that the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite corporate and legal power and authority to perform its obligations
under the Indenture.
We advise you that certain members of this firm own interests,
directly or indirectly, in a partnership which owns a majority of the stock of
the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
Very truly yours,
Riordan & McKinzie