Exhibit 5.1
[Letterhead of Dechert]
October 25, 2001
AmerisourceBergen Corporation
1300 Morris Drive, Suite 100
Chesterbrook, PA 19087
Re: Form S-4 Registration Statement
Registration No. 333-71942
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Gentlemen and Ladies:
We have acted as special counsel to AmerisourceBergen Corporation, a
Delaware corporation (the "Company") and the subsidiaries listed on Exhibit A
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hereto (each a "Guarantor" and collectively the "Guarantors") in connection with
the preparation and filing by the Company and the Guarantors of a Registration
Statement on Form S-4 (Registration No. 333-71942) (the "Registration
Statement"), with the Securities and Exchange Commission for the purpose of
registering the issuance of up to an aggregate principal amount of $500,000,000
of the Company's 81/8% Senior Notes Due 2008 (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 the Company's
outstanding 81/8% Senior Notes Due 2008 (the "Existing Notes") and the
Guarantors' guarantees thereof pursuant to the Registration Rights Agreement
(the "Registration Rights Agreement") among the Company, the Guarantors, Credit
Suisse First Boston Corporation, Banc of America Securities LLC and J.P. Morgan
Securities, Inc. incorporated by reference as Exhibit 4.3 to the Registration
Statement. The Exchange Notes and the Exchange Guarantees are to be issued
pursuant to the terms of the Indenture by and among the Company, the Guarantors
and Chase Manhattan Bank and Trust Company, National Association as trustee (the
"Trustee"), which is filed as Exhibit 4.1 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 Registration
Rights Agreement and 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, moratorium, reorganization and other similar laws
affecting creditors' rights generally or debtors' obligations generally, general
principles of equity (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 respective
Guarantor, 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, (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
Registration Rights Agreement and the terms set forth in the prospectus which is
included in the Registration Statement and (e) the Exchange Guarantees have been
duly executed by the Guarantors, 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, moratorium, reorganization and other similar laws affecting
creditors' rights generally or debtors' obligations generally, general
principles of equity (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 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
the Exchange Guarantees by any Guarantor, 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.
The opinion expressed herein is rendered to the Company and the Guarantors
in connection with the filing of the Registration Statement and for no other
purpose. The opinion expressed herein may not be used or relied on by any other
person, nor may this letter or any copies thereof be furnished to a third party,
filed with a government agency, quoted, cited or otherwise referred to without
our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name 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,
\s\ Dechert
Exhibit A
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AmeriSource Corporation
AmeriSource Health Corporation
AmeriSource Health Services Corporation
AmeriSource Heritage Corporation
AmeriSource Sales Corporation
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Brownstone Pharmacy, Inc.
Capstone Med, Inc.
Capstone Pharmacy of Delaware, Inc.
CD Smith Healthcare, Inc.
Century Advertising, Inc.
Choice Medical, Inc.
Computran Systems, Inc.
Corrections Pharmacies of California, LP
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Corrections Pharmacies of Hawaii, LP
Corrections Pharmacies Licensing Company, LLC
DD Wholesale, Inc.
Drug Service, Inc.
Dunnington Drug, Inc.
Dunnington Rx Services of Massachusetts, Inc.
Dunnington Rx Services of Rhode Island, Inc.
Durr-Fillauer Medical, Inc.
Express Pharmacy Services, Inc.
Family Center Pharmacy, Inc.
General Drug Company
Goot Nursing Home Pharmacy, Inc.
Goot Westbridge Pharmacy, Inc.
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Goot's Pharmacy & Orthopedic Supply, Inc.
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Health Services Capital Corporation
Healthcare Prescription Services, Inc.
Home Medical Equipment Health Company
Insta-Care Holdings, Inc.
Insta-Care Pharmacy Services Corporation
Integrated Commercialization Solutions, Inc.
Inteplex, Inc.
James Brudnick Company, Inc.
K/S Instrument Corp.
LAD Drug Corporation
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MDP Properties, Inc.
Management Systems of America, Inc.
Medical Health Industries, Inc.
Omni Med B, Inc.
Pharmacy Dynamics Group, Inc.
Pharmacy Corporation of America, Inc.
Pharmacy Corporation of America-Massachusetts, Inc.
Pharmacy Healthcare Solutions, Ltd.
PharMerica, Inc.
PharMerica Drug Systems, Inc.
Premier Pharmacy, Inc.
RightPak, Inc.
Rombro's Drug Center, Inc.
SBS Pharmaceuticals, Inc.
Southwest Pharmacies, Inc.
Southwestern Drug Corporation
Stadt Solutions, LLC
Tmesys, Inc.
The Allen Company
The Lash Group, Inc.
Value Apothecaries, Inc.