Exhibit 5.2
[TH LLP Letterhead]
August 16, 2001
Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, KY 41011
Ladies and Gentlemen:
We have acted as counsel to each of the corporations and limited liability
companies listed on Annex I hereto, each of which is organized under the laws of
a state of the United States (collectively, the "Subsidiaries"), in connection
with the offer by Omnicare, Inc., a Delaware corporation (the "Company") to
exchange (the "Exchange Offer") up to $375,000,000 aggregate principal amount of
Exchange Notes which will be 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 Prospectus (the
"Prospectus") contained in the Registration Statement No. 333-62644 on Form S-4
(as amended or supplemented, the "Registration Statement"), 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 SunTrust 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 filed as an
exhibit to the Registration Statement. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement.
In connection with the opinions expressed in this letter, we have reviewed the
Indenture (including the form of Exchange Notes and Notation of Guarantee
contained thereon) and the corporate records and proceedings of each of the
Subsidiaries. We also have investigated such questions of law and examined
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents and records, in each case as we have deemed necessary or
appropriate for the purpose of expressing the opinions set forth herein. In
addition, we have obtained and relied upon such certificates and assurances from
officers and representatives of the Subsidiaries and public officials as we have
deemed necessary for purposes of expressing the opinions contained herein.
In giving this opinion, we have assumed the authenticity of all instruments
presented to us as originals, the conformity to the originals of all instruments
presented to us as copies, the truth, accuracy and completeness of the
information, factual matters, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed as of their
stated dates and as of the date hereof and, insofar as any opinion relates to
agreements between the Company and third parties, the due and valid
authorization, execution and delivery of such agreements by such third parties.
Omnicare, Inc.
August 16, 2001
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
guarantees to be endorsed on the Exchange Notes by each of the Guarantors have
been duly authorized by each of them and, when the Exchange Notes are issued,
authenticated and delivered by the Company and so endorsed by each of the
Guarantors in accordance with the terms of the Exchange Offer and the Indenture,
will be valid and legally binding obligations of the Guarantors, enforceable
against each of them 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.
We are members of the Bar of the State of Ohio, and we express no opinion as to
matters governed by the laws of any jurisdiction other than the federal laws of
the United States, the laws of the States of Ohio and New York, the Delaware
General Corporation Law, the Delaware Limited Liability Company Act (including
the applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting the Delaware General Corporation Law, the Delaware
Limited Liability Company Act and such applicable provisions of the Delaware
Constitution) and the Kentucky Business Corporation Act. In addition, in
rendering our opinion that the guaranties to be endorsed on the Exchange Notes
will be enforceable against each of the Guarantors as set forth in the preceding
paragraph, we have relied on the opinion of Dewey Ballantine LLP which is being
concurrently filed herewith as an exhibit to the Registration Statement that the
Exchange Notes will be enforceable against the Company as set forth in the
fourth paragraph of such opinion. 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. This opinion is given as a legal opinion
only and shall not be construed as a guaranty of the matters stated herein.
We hereby consent to the filing of this opinion as an Exhibit 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/ Thompson Hine LLP
ANNEX 1
Name Domicile
- ---- --------
AAHS ACQUISITION CORP DE
ACCU-MED SERVICES, INC DE
ACP ACQUISITION CORP. DE
AMC-NEW YORK, INC. DE
AMC-TENNESSEE, INC. DE
BACH'S PHARMACY SERVICES, LLC DE
BADGER ACQUISITION LLC DE
BADGER ACQUISITION OF BROOKSVILLE LLC DE
BADGER ACQUISITION OF KENTUCKY LLC DE
BADGER ACQUISITION OF MINNESOTA LLC DE
BADGER ACQUISITION OF OHIO LLC DE
BADGER ACQUISITION OF ORLANDO LLC DE
BADGER ACQUISITION OF TAMPA LLC DE
BADGER ACQUISITION OF TEXAS LLC DE
BIO-PHARM INTERNATIONAL, INC. DE
BPNY ACQUISITION CORP. DE
BPTX ACQUISITION CORP. DE
CAMPO'S MEDICAL PHARMACY, INC. LA
CARE PHARMACEUTICAL SERVICES, INC. DE
CHP ACQUISITION CORP. DE
CIP ACQUISITION CORP. DE
COMPSCRIPT, INC. FL
COMPSCRIPT - BOCA, INC. FL
COMPSCRIPT - MOBILE, INC. DE
CP ACQUISITION CORP. OK
CREEKSIDE MANAGED CARE PHARMACY, INC. DE
CTLP ACQUISITION CORP. DE
D & R PHARMACEUTICAL SERVICES, INC. KY
ELECTRA ACQUISITION CORP. DE
ENLOE DRUGS, INC. DE
EURO BIO-PHARM CLINICAL SERVICES, INC. DE
EVERGREEN PHARMACEUTICAL, INC. WA
EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC. CA
HMIS, INC. DE
HOME CARE PHARMACY, INC. DE
HOME PHARMACY SERVICES, INC. MO
HYTREE PHARMACY, INC. OH
INTERLOCK PHARMACY SYSTEMS, INC. MO
JHC ACQUISITION, INC. DE
LANGSAM HEALTH SERVICES, INC. DE
LCPS ACQUISITION LLC DE
LO-MED PRESCRIPTION SERVICES, INC. OH
LPI ACQUISITION CORP. DE
MANAGED HEALTHCARE, INC. DE
MED WORLD ACQUISITION CORP. DE
MEDICAL ARTS HEALTH CARE, INC. GA
MEDICAL SERVICES CONSORTIUM, INC. FL
MOSI ACQUISITION CORP. DE
NIHAN & MARTIN, INC. DE
NIV ACQUISITION CORP. DE
NORTH SHORE PHARMACY SERVICES, INC. DE
OCR-RA ACQUISITION CORP. DE
OFL CORP. DE
OMNIBILL SERVICES LLC DE
OMNICARE CLINICAL RESEARCH, INC. DE
OMNICARE CLINICAL RESEARCH, LLC DE
OMNICARE MANAGEMENT COMPANY DE
OMNICARE PENNSYLVANIA MED SUPPLY, LLC DE
OMNICARE PHARMACEUTICS, INC. DE
OMNICARE PHARMACIES OF MAINE HOLDING COMPANY DE
OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC DE
OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC. PA
OMNICARE PHARMACIES OF THE GREAT PLAINS
HOLDING COMPANY DE
OMNICARE PHARMACY AND SUPPLY SERVICES, INC. SD
OMNICARE PHARMACY OF COLORADO LLC DE
OMNICARE PHARMACY OF MAINE LLC DE
OMNICARE PHARMACY OF MASSACHUSETTS LLC DE
OMNICARE PHARMACY OF NEBRASKA LLC DE
OMNICARE PHARMACY OF SOUTH DAKOTA LLC DE
OMNICARE PHARMACY OF TENNESSEE LLC DE
OMNICARE PHARMACY OF THE MIDWEST, INC. DE
PBM-PLUS, INC. WI
PHARMACON CORP. NY
PHARMACY ASSOCIATES OF GLENS FALLS, INC. NY
PHARMACY CONSULTANTS, INC. SC
PHARM-CORP OF MAINE LLC DE
PHARMED HOLDINGS, INC. DE
PRN PHARMACEUTICAL SERVICES, INC. DE
ROESCHEN'S HEALTHCARE CORP. WI
ROYAL CARE OF MICHIGAN LLC DE
SHC ACQUISITION CO, LLC DE
SHORE PHARMACEUTICAL PROVIDERS, INC. DE
SOUTHSIDE APOTHECARY, INC. NY
SPECIALIZED HOME INFUSION OF MICHIGAN LLC DE
SPECIALIZED PATIENT CARE SERVICES, INC. AL
2
SPECIALIZED PHARMACY SERVICES, INC. MI
STERLING HEALTHCARE SERVICES, INC. DE
SUPERIOR CARE PHARMACY, INC. DE
SWISH, INC. DE
TCPI ACQUISITION CORP. DE
THE HARDARDT GROUP, INC. DE
THG ACQUISITION CORP. DE
THREE FORKS APOTHECARY, INC. KY
UC ACQUISITION CORP. DE
VALUE HEALTH CARE SERVICES, INC. DE
VALUE PHARMACY, INC. MA
VITAL CARE INFUSION SUPPLY, INC. NY
WEBER MEDICAL SYSTEMS, INC. DE
WESTHAVEN SERVICES CO. OH
WILLIAMSON DRUG COMPANY, INCORPORATED VA
WINSLOW'S PHARMACY NJ
3