Exhibit 5.2
Richards, Layton & Finger
a professional association
One Rodney Square
P.O. BOX 551
Wilmington, Delaware 19899
(302) 651-7700
Fax: (302) 651-7701
WWW.RLF.COM
February 19, 2003
Omnicare Capital Trust I,
Omnicare Capital Trust II, and
Omnicare Capital Trust III,
c/o Omnicare, Inc.
100 East RiverCenter Boulevard
Covington, Kentucky 41011
Re: Omnicare Capital Trust I, Omnicare Capital Trust II and Omnicare
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Capital Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Omnicare, Inc., a
Delaware corporation (the "Company"), Omnicare Capital Trust I, a Delaware
statutory trust ("Trust I"), Omnicare Capital Trust II, a Delaware statutory
trust ("Trust II"), and Omnicare Capital Trust III, a Delaware statutory trust
("Trust III")(Trust I, Trust II and Trust III are hereinafter collectively
referred to as the "Trusts" and sometimes hereinafter individually referred to
as a "Trust"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of Trust I, as filed with the office of
the Secretary of State of the State of Delaware (the "Secretary
of State") on February 7, 2003;
(b) The Certificate of Trust of Trust II, as filed with the Secretary
of State on February 7, 2003;
Omnicare Capital Trust I, et. al.
February 19, 2003
Page 2
(c) The Certificate of Trust of Trust III, as filed with the
Secretary of State on February 7, 2003;
(d) The Trust Agreement of Trust I, dated as of February 7, 2003,
between the Company and the trustee named therein;
(e) The Trust Agreement of Trust II, dated as of February 7, 2003,
between the Company and the trustee named therein;
(f) The Trust Agreement of Trust III, dated as of February 7, 2003,
between the Company and the trustee named therein;
(g) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"),
relating to, among other things, the Trust Preferred Securities
of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by
the Company and the Trusts with the Securities and Exchange
Commission on or about February 19, 2003;
(h) A form of Amended and Restated Trust Agreement for each of the
Trusts, to be entered into between the Company, the trustees of
the Trust named therein, and the holders, from time to time, of
the undivided beneficial interests in the assets of such Trust
(collectively, the "Trust Agreements" and individually, a "Trust
Agreement"), attached as an exhibit to the Registration
Statement; and
(i) A Certificate of Good Standing for each of the Trusts, dated
February 11, 2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (i) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the
Omnicare Capital Trust I, et. al.
February 19, 2003
Page 3
originals of all documents submitted to us as copies or forms, and (iii) the
genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Trust Agreements will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreements and the Certificates of Trust will be in full force and effect and
will not be amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trusts (collectively, the
"Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for such Preferred Security, in accordance
with the Trust Agreements and the Registration Statement, and (vii) that the
Preferred Securities are authenticated, issued and sold to the Preferred
Security Holders in accordance with the Trust Agreements and the Registration
Statement. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in
good standing as a statutory trust under the Delaware Statutory Trust Act.
2. The Preferred Securities of each Trust will be validly issued and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreements.
Omnicare Capital Trust I, et. al.
February 19, 2003
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, 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/ Richard, Layton & Finger, P.A.
EAM