[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY LLP]
January 15, 1998
The Multicare Companies, Inc.
433 Hackensack Avenue
Hackensack, NJ 07601
Re: The Multicare Companies, Inc. 9% Senior Subordinated Notes
due 2007 Registration Statement on Form S-4
Gentlemen:
We have acted as counsel to The Multicare Companies, Inc. (the
"Company") in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offer to exchange by the Company of up to $250,000,000 in principal amount
of 9% Senior Subordinated Notes due 2007 (the "Exchange Notes") for
outstanding $250,000,000 in principal amount of 9% Senior Subordinated Notes
due 2007. The Exchange Notes will be issued pursuant to the Indenture (the
"Indenture") dated as of August 11, 1997, by and among the Company's
predecessor, Genesis ElderCare Acquisition Corp., a Delaware corporation, PNC
Bank, National Association, as trustee, and Banque Internationale A Luxembourg
S.A., as paying agent. This opinion is being furnished pursuant to the
requirements of Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the documents listed
on Exhibit "A" attached hereto. We have not performed any independent
investigation other than the document examination described. Our opinion is
therefore qualified in all respects by the scope of that document examination.
We have assumed and relied, as to questions of fact and mixed questions of law
and fact, on the truth, completeness, authenticity and due authorization of
all certificates, documents and records examined and the genuineness of all
signatures.
This opinion is limited to the laws of the Commonwealth of
Pennsylvania and the Delaware General Corporation Law, and no opinion is
expressed as to the laws of any other jurisdiction. While the Indenture provides
that it will be governed by the substantive laws of the State of New York, we
The Multicare Companies, Inc.
January 15, 1998
Page 2
have assumed for the purposes of this opinion that the Indenture will be
governed by the laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that
the Exchange Notes that are being offered by the Company pursuant to the
Registration Statement, when issued by the Company as contemplated by the
Registration Statement and in accordance with the Indenture, will be binding
obligations of the Company.
The opinions expressed herein are qualified in all respects by, and
subject to, the following: (a) no opinion is rendered as to the availability of
equitable remedies including, but not limited to, specific performance and
injunctive relief; (b) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, fraudulent transfer, preference, moratorium and other
similar laws or equitable principles affecting creditors' rights or remedies;
(c) the effect of equitable subordination or any other doctrine which may
subordinate claims under the Indenture or the Notes; (d) general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing; (e) the effect of applicable
law and court decisions which may now or hereafter limit or render unenforceable
certain rights and remedies; and (f) the application of a standard of "good
faith" or "commercial reasonableness" to any decisions, actions or conduct under
the Indenture.
This opinion is given as of the date hereof. We assume no obligation
to update or supplement this opinion to reflect any facts or circumstances
which may hereafter come to our attention or any changes in laws which may
hereafter occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is part of the Registration Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY LLP
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BLANK ROME COMISKY & McCAULEY LLP
EXHIBIT "A"
1. The Company's Amended and Restated Articles of Incorporation.
2. The Company's Amended and Restated Bylaws.
3. The Company's Minute Books from March 1992 through the date hereof.
4. The Indenture.
5. The Registration Statement.
6. Agreement and Plan of Merger dated June 16, 1997 by and among Genesis
ElderCare Corp., Genesis ElderCare Acquisition Corp., Genesis Health
Ventures, Inc. and The Multicare Companies, Inc.
7. Certificate of Ownership and Merger dated October 10, 1997.