EXHIBIT 5.2
[LETTERHEAD OF BROBECK, PHLEGER & HARRISON LLP]
February 12, 1999
Fountain View, Inc.
11900 W. Olympic Blvd., Suite 680
Los Angeles, CA 90064
Ladies and Gentlemen:
We have acted as special counsel to Fountain View, Inc., a Delaware
corporation (the "Company"), and certain of its subsidiaries as identified in
Schedule I attached hereto (the "Subsidiaries") in connection with the issuance
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and sale by the Company of $7,520,000 aggregate principal amount of its 11 1/4%
Senior Subordinated Notes Due 2008, Series B (the "Exchange Notes") of the
Company, and related guarantees (the "Exchange Guarantees") by the Subsidiaries
and certain other subsidiaries of the Company as identified in Schedule II
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attached hereto (the "Delaware Subsidiaries") (the Subsidiaries and the Delaware
Subsidiaries are sometimes referred to collectively as the "Guarantors"), in
exchange for $7,520,000 of 11 1/4% Senior Subordinated Notes Due 2008 (the
"Outstanding Notes") of the Company (such exchange, the "Exchange Offer"), as
contemplated by the Prospectus (the "Prospectus") included as part of a
Registration Statement on Form S-4 filed by the Company with respect to the
Exchange Notes and the Exchange Guarantees on February 11, 1999, with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act") (such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement").
In our capacity as special counsel to the Company and the
Subsidiaries, we have examined, among other things, originals, or copies
identified to our satisfaction as being true copies, of the following:
(i) The Registration Statement and the Prospectus contained
therein;
(ii) Resolutions of the boards of directors and general partner
of each of the Subsidiaries, as appropriately adopted,
authorizing the execution and delivery of the Exchange
Guarantees by the Subsidiaries, and certain other actions
with regard thereto;;
Fountain View, Inc. Page 2
February 12, 1999
(iii) The Indenture (the "Indenture"), dated as of April 16,
1998, by and between the Company, the Guarantors and State
Street Bank and Trust Company of California, N.A., as
Trustee (the "Trustee");
(iv) Officer's Certificates, copies of which are attached
hereto as Exhibit A;
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(v) The legal opinion dated February 12, 1999 of Choate, Hall
& Stewart, counsel for the Company (the "Choate Opinion"),
addressed to you;
(vi) The Exchange Guarantees;
(vii) The Specimen Certificate for the Notes and the Exchange
Notes; and
(viii) The certificate of incorporation, articles of
incorporation, limited partnership agreement, bylaws, and
other governing documents of each of the Subsidiaries,
each as in effect on the date hereof;
In addition, we have obtained from public officials, officers and
other representatives of the Company and the Subsidiaries, and others such
certificates, documents and assurances as we considered necessary or appropriate
for purposes of rendering this opinion letter. In our examination of the
documents listed in subparagraphs (i)-(viii) above and the other certificates
and documents referred to herein, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals of
such documents. Regarding documents executed by parties other than the Company
or Subsidiaries, we have assumed (i) that each such other party had the power to
enter into and perform all its obligations thereunder, (ii) the due
authorization, execution and delivery of such documents by each such party, and
(iii) that such documents constitute the legal, valid, binding and enforceable
obligations of each such party.
This opinion letter relates solely to the laws of the States of
California, Texas, and New York, and we express no opinion as to the effect or
applicability of the laws of any other jurisdictions.
To the extent that our opinions in paragraphs 1 and 2 below involve
the laws of the State of Delaware, we have relied, with their consent, solely on
the Choate Opinion. In addition, our opinions expressed in paragraphs 1 and 2
below, to the extent covering the legal, valid and binding nature against the
Company and its Guarantors of obligations under the Exchange Notes and the
Exchange Guarantees, are only intended to cover the nature of the Exchange Notes
and the Exchange Guarantees as contracts and obligations created under the laws
of the State of New York.
Fountain View, Inc. Page 3
February 12, 1999
Based upon and subject to the foregoing and on our consideration of
such other matters of fact and questions of law as we considered relevant in the
circumstances, we are of the opinion that:
1. The Exchange Guarantees have been duly authorized by each of the
Subsidiaries.
2. When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the Indenture
shall have been qualified pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Exchange Notes shall have been duly executed by
the Company, and (iv) the Exchange Notes shall have been issued and delivered in
exchange for the Outstanding Notes in accordance with the terms of the Exchange
Offer (as defined in the Registration Statement), then (a) the Exchange Notes
will be legally issued, fully paid and nonassessable, and will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, and (b) each Exchange Guarantee will be legally
issued, fully paid and nonassessable and constitute a valid and binding
obligation of the applicable Guarantor, enforceable against such Guarantor in
accordance with its terms.
The opinions set forth above are subject to the qualification that the
enforceability of the obligations of the Company and the Guarantors may be
subject to or limited by (i) bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent transfer and other similar laws affecting
the rights of creditors generally; and (ii) general equitable principles
(whether relief is sought in a proceeding at law or in equity), including,
without limitation, concepts of materiality, reasonableness, good faith, and
fair dealing.
We express no opinion as to the enforceability of provisions relating
to indemnification, contribution or exculpation, to the extent any such
provision is contrary to public policy or prohibited by law (including, without
limitation, federal and state securities laws). You should be aware that under
applicable New York law, a number of statutory and common law rights and
protections exist in favor of guarantors. We express no opinion herein as to
the
Fountain View, Inc. Page 4
February 12, 1999
enforceability of any waivers and other provisions of the Exchange Guarantees
which purport to waive or alter rights provided to any Guarantor by statute
or judicial decision.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this 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 or the rules and regulations of
the Commission thereunder.
This opinion letter is expressly limited to the matters set forth
above and we render no other opinion and express no other belief whether by
implication or otherwise, as to any other matters. This opinion letter is
rendered as of the date hereof, and we assume no obligation to advise you of any
facts, circumstances, events or developments that may be brought to our
attention in the future, which facts, circumstances, events or developments may
alter, affect or modify the opinions expressed herein.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
SCHEDULE I
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LIST OF SUBSIDIARIES
State of Foreign
Name Organization Qualifications
AIB Corp. California ---
Alexandria Convalescent Hospital, Inc. California ---
BIA Hotel Corp. California ---
Brier Oak Convalescent, Inc. California ---
Elmcrest Convalescent Hospital California ---
Fountainview Convalescent Hospital California ---
Fountain View Management, Inc. California ---
I.' n O., Inc. California ---
On-Track Therapy Center, Inc. California ---
Rio Hondo Nursing Center California ---
Summit Care Corporation California Arizona
Summit Care - California, Inc. California ---
Summit Care - Texas No. 2, Inc. Texas ---
Summit Care - Texas No. 3, Inc. Texas ---
Summit Care Pharmacy, Inc. California ---
Summit Care Texas, L.P. Texas ---
Summit Care Texas Equity, Inc. California ---
Summit Care Management Texas, Inc. Texas ---
Sycamore Park Convalescent Hospital California ---
SCHEDULE II
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LIST OF DELAWARE SUBSIDIARIES
Name State of Organization
Fountain View Holdings, Inc. Delaware
Locomotion Therapy, Inc. Delaware
Locomotion Holdings, Inc. Delaware
EXHIBIT A
OFFICER'S CERTIFICATE