Exhibit 5.1
August 13, 2001
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Re: Rite Aid Corporation
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to Rite Aid Corporation, a
Delaware corporation (the "Company"), in connection with the public offering of
up to $152,025,000 aggregate principal amount of the Company's 12.50% Senior
Secured Notes due 2006 (the "Exchange Notes"). The Exchange Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a
like principal amount of the Company's issued and outstanding 12.50% Senior
Secured Notes due 2006 (the "Original Notes") under an Indenture dated as of
June 27, 2001 (the "Indenture"), between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee"), as contemplated by the Registration
Rights Agreement dated as of June 27, 2001 (the "Registration Rights
Agreement"), by and among the Company and State Street Bank and Trust Company,
on behalf of the Holders in its capacity as Trustee.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement on Form S-4 to be filed
with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Act (the
"Registration Statement");
(ii) an executed copy of the Registration Rights Agreement;
Rite Aid Corporation
August 13, 2001
Page 2
(iii) an executed copy of the Indenture;
(iv) the Restated Certificate of Incorporation of the
Company;
(v) the Restated By-Laws of the Company, as amended to
date;
(vi) certain resolutions adopted by the Board of Directors
of the Company relating to the Exchange Offer, the
issuance of the Original Notes and the Exchange
Notes, the Indenture and related matters;
(vii) the Form T-1 of the Trustee filed as an exhibit to
the Registration Statement; and
(viii) the form of the Exchange Notes and a specimen
certificate thereof.
We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, 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 certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect on such parties. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Rite Aid Corporation
August 13, 2001
Page 3
Our opinion set forth herein is limited to Delaware corporate
law and the laws of the State of New York which are normally applicable to
transactions of the type contemplated by the Exchange Offer, the Indenture and,
to the extent that judicial or regulatory orders or decrees or consents,
approvals, licenses, authorizations, validations, filings, recordings or
registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non opined law on the
opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
the Original Notes surrendered in exchange therefor in accordance with the terms
of the Exchange Offer, the Exchange Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
In rendering the opinion set forth above, we have assumed that
the execution and delivery by the Company of the Indenture and the Exchange
Notes and the performance by the Company of its obligations thereunder do not
and will not violate, conflict with or constitute a default under any agreement
or instrument to which the Company or its properties is subject, except for
those agreements and instruments which have been identified to us by the Company
as being material to it and which are listed in Part II of the Registration
Statement.
Rite Aid Corporation
August 13, 2001
Page 4
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP