Exhibit 5.1

                     [Letterhead of Dewey Ballantine LLP]


                                                              June 8, 2001

Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, KY  41011

Ladies and Gentlemen:

         We have acted as counsel to Omnicare, Inc., a Delaware corporation (the
"Company"), in connection with the Company's offer to exchange (the "Exchange
Offer") up to $375,000,000 aggregate principal amount of its 8 1/8% Series B
Senior Subordinated Notes due 2011 (the "Exchange Notes") which are being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for its existing 8 1/8% Senior Subordinated Notes due 2011 (the "Old Notes"), as
described in the Registration Statement on Form S-4 relating to the Exchange
Offer (as amended or supplemented, the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Old Notes were issued, and the
Exchange Notes are proposed to be issued, pursuant to an indenture dated as of
March 20, 2001 (the "Indenture"), by and between the Company and Sun Trust Bank
(the "Trustee"). The terms of the Exchange Notes to be issued are substantially
identical to the Old Notes, except for certain transfer restrictions and
registration rights relating to the Old Notes. The Indenture is an exhibit to
the Registration Statement. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Registration Statement.

         In rendering the opinion expressed herein, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records of the Company and such agreements, instruments, certificates
of public officials, certificates of officers of the Company and such other
documents as we have deemed necessary or appropriate for the purpose of this
opinion, including the following:

         (a) a copy of the certificate of incorporation of the Company, as
     amended as of the date hereof;

         (b) a copy of the by-laws of the Company, as amended as of the date
     hereof;

         (c) a record of corporate proceedings of the Company relating to the
     authorization of the execution and delivery of the Indenture, and the
     authorization of the issuance thereunder of the Old Notes and the Exchange
     Notes; and

         (d) an executed counterpart of the Indenture (including the form of
     Notes contained therein).












Omnicare, Inc.
June 8, 2001
Page 2


         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents submitted to us
as copies and the correctness of all statements of fact in all documents
examined. We have further assumed that (i) all parties to the foregoing
documents (other than the Company) are validly existing and in good standing
under the laws of all jurisdictions where they are conducting their businesses
or otherwise required to be so qualified, and have full power and authority and
all necessary consents and approvals to execute, deliver and perform their
respective obligations under such documents, (ii) all such documents have been
duly authorized by all necessary corporate or other action on the part of the
parties thereto (other than the Company), have been duly executed by such
parties and have been duly delivered by such parties and (iii) all such
documents constitute the legal, valid and binding obligation of each party
thereto (other than the Company) enforceable against such party in accordance
with its terms. In rendering the opinion set forth below, we have relied as to
factual matters upon certificates, statements and representations of the
Company, its officers and representatives and public officials.

         Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes have been duly authorized by the Company and, upon due
authentication of the Exchange Notes by the Trustee and issuance pursuant to the
Exchange Offer in accordance with the terms thereof, the Exchange Notes will be
duly executed, issued and delivered by the Company and constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity and the discretion of the court before which any
proceedings therefor may be brought.

         In rendering the foregoing opinion, we express no opinion, either
directly or indirectly, as to laws other than the laws of the State of New York
and the general corporate laws of the State of Delaware (including the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting the General Corporation Law of the State of Delaware and
such applicable provisions of the Delaware Constitution). The foregoing opinion
is rendered as of the date hereof, and we assume no obligation to update such
opinion to reflect any facts or circumstances which may hereafter come to our
attention or any changes in the law which may hereafter occur.











Omnicare, Inc.
June 8, 2001
Page 3


         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.



                                       Very truly yours,

                                       /s/ DEWEY BALLANTINE LLP