1
EXHIBIT 5.1
August 13, 2001
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
Re: Registration Statement on Form S-4
$300,000,000 aggregate principal amount of
10 3/4% Senior Subordinated Notes due 2008
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
registration statement on Form S-4 (the "Registration Statement") filed by
Stewart Enterprises, Inc., a Louisiana corporation (the "Company"), and the
guarantors named therein (the "Guarantors"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, on
or about the date hereof with respect to the Company's offer to exchange (the
"Exchange Offer") up to $300 million aggregate principal amount of the Company's
registered 10 3/4% Senior Subordinated Notes due 2008 (the "Exchange Notes") for
a like principal amount of the Company's unregistered 10 3/4% Senior
Subordinated Notes due 2008 (the "Outstanding Notes"). The Guarantors will
guarantee (the "Guarantees") the Exchange Notes on a senior subordinated basis.
The Exchange Notes will be offered under the Indenture dated as of June 29, 2001
by and among the Company, the Guarantors and Firstar Bank, N.A., as trustee (the
"Indenture").
In so acting, we have examined originals, or photostatic or certified
copies of the Indenture, the form of the Exchange Notes and such records of the
Company and Guarantors, certificates of the Company, the Guarantors and of
public officials, and such other documents as we have deemed relevant. In such
examination, we have assumed 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 or photostatic copies
and the authenticity of the originals of such documents.
2
Stewart Enterprises, Inc.
August 13, 2001
Page 2
Based upon the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. When the Exchange Notes issuable upon consummation of the
Exchange Offer have been (i) duly executed by the Company and
authenticated in the manner provided for in the Indenture and (ii) duly
issued and delivered in accordance with the terms of the Exchange Offer
against the receipt of Outstanding Notes surrendered in exchange
therefor, the Exchange Notes, assuming the terms thereof are valid,
binding and enforceable under the laws of the State of New York (as to
which matters of New York law we refer you to the New York Opinion),
will constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms, except as rights to indemnification thereunder may be limited by
public policy and except as the enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws and court decisions relating to or affecting
the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
2. When the Exchange Notes issuable upon consummation of the
Exchange Offer have been (i) duly executed by the Company and
authenticated in the manner provided for in the Indenture and (ii) duly
issued and delivered in accordance with the terms of the Exchange Offer
against the receipt of Outstanding Notes surrendered in exchange
therefor, the Guarantees issuable by each Guarantor upon consummation
of the Exchange Offer, assuming the terms thereof are valid, binding
and enforceable under the laws the State of New York (as to which
matters of New York law we refer you to the New York Opinion), will
constitute the legal, valid and binding obligations of such Guarantor,
enforceable against such Guarantor in accordance with their terms,
except as rights to indemnification thereunder may be limited by public
policy and except as the enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws and court decisions relating to or affecting
the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
The opinions rendered herein are specifically limited to currently
applicable United States federal law and the laws of the State of Louisiana and
are given in reliance upon the opinion of Holland & Knight, LLP, special New
York counsel to the Company and Guarantors (the "New York Opinion"). We are
members of the Bar of the State of
3
Stewart Enterprises, Inc.
August 13, 2001
Page 3
Louisiana and have neither been admitted to nor purport to be experts on the
laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus included
therein under the caption "Legal Matters." In giving this consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the general rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE &
DENEGRE, L.L.P.
By:
-------------------------------------
Dionne M. Rousseau
Partner