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EXHIBIT 5.2
August 14, 2001
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170
Gentlemen:
We have acted as special counsel in the State of New York (the "State")
to Stewart Enterprises, Inc., a Louisiana corporation (the "Company"), and the
guarantors identified in the Registration Statement described below (the
"Guarantors") in connection with the preparation of the registration statement
on Form S-4 (the "Registration Statement"). The Registration Statement is being
filed by the Company and the Guarantors with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), 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").
As such special counsel, we have examined originals, or copies
certified or otherwise authenticated to our satisfaction, of the Indenture, the
Guarantees and the form of the Exchange Notes (collectively, the "Transaction
Documents") 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
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Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
August 14, 2001
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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.
For purposes of the opinions expressed below, we have assumed that the
Transaction Documents have been duly authorized, executed and delivered by the
respective parties thereto. As to matters of fact, we have relied exclusively on
representations and warranties made by the parties in the Transaction Documents.
We have made no independent investigation of the accuracy or completeness of
such matters of fact.
In rendering the following opinions, we have further relied, without
independent investigation, upon the following assumptions:
(a) the accuracy and completeness of all certificates and other
statements, documents, records, financial statements and papers reviewed by us,
and the accuracy and completeness of all representations, warranties, schedules
and exhibits contained in the Transaction Documents, in each case with respect
to the factual matters set forth therein;
(b) all corporate or limited liability company parties to the documents
reviewed by us are duly organized, validly existing and in good standing under
the laws of all jurisdictions where they are conducting their business or
otherwise required to be so qualified, and have full power and authority to
execute, deliver, and perform their respective obligations under, such
documents; each natural person party to the Transaction Documents has legal
capacity to execute, deliver, and perform its respective obligations under, such
documents, and all such documents have been duly authorized, executed and
delivered by such parties;
(c) all Transaction Documents that contain legal obligations constitute
the legal, valid and binding obligations of the parties thereto (other than the
Company and the Guarantors), enforceable against such parties in accordance with
their respective terms;
(d) no consent, approval or authorization is required of any
governmental authority outside the State by any person or entity other than
those already obtained, in connection with the transactions contemplated by the
Transaction Documents;
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Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
August 14, 2001
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(e) each natural person executing the Transaction Documents or any
document referred to therein is legally competent to do so, and each Person who
has taken any action relevant to any of our opinions in the capacity of director
or officer was duly elected to that director or officer position and held that
position when such action was taken;
(f) there has not been any mutual mistake of fact or misunderstanding,
fraud, duress or undue influence;
(g) the Transaction Documents will be enforced in circumstances and in
a manner that is commercially reasonable and the conduct of the parties complies
with any requirement of good faith and fair dealing; and
(h) there are no agreements or understandings among the parties,
written or oral, and there is no usage of trade or course of prior dealing among
the parties that would, in either case, define, supplement or qualify the terms
of the Transaction Documents.
The conclusions expressed below are limited to the application of the
laws of the State, and we have, with your consent, not considered the
applicability or the effect of any laws of any other state or any other
jurisdiction or of the United States.
Based upon and subject to the foregoing, it is our opinion that:
(i) 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 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, reorganization, moratorium, fraudulent
conveyance or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.
(ii) 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
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Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
August 14, 2001
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Notes surrendered in exchange therefor, the Guarantees issuable by each
Guarantor upon consummation of the Exchange Offer 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, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting the rights
and remedies of creditors or by general equitable principles.
Our opinions are also subject to the effect of rules of law that may,
if less than all of a contract is unenforceable, limit the enforceability of the
remainder of the contract to circumstances in which the unenforceable part is
not an essential part of the agreement.
Our advice on each legal issue addressed herein represents our opinion
concerning how that issue would be resolved were it to be considered by the
highest court of the State. The manner in which any particular issue would be
treated in any actual court case would depend in part on facts and circumstances
peculiar to the case, and our opinions are not a guaranty of an outcome of any
legal dispute which may arise with regard to the Transaction Documents.
This opinion is limited to matters expressly set forth herein, and no
opinion is to be implied or may be inferred beyond the matters expressly stated
herein.
This letter speaks as of the date hereof. We disclaim any obligation to
provide you with any subsequent opinion or advice by reason of any future
changes or events which may affect or alter any opinion rendered herein.
Except as provided in the next paragraph, our opinions contained herein
are rendered solely in connection with the Exchange Offer and may not be relied
upon in any manner or quoted or otherwise included, summarized or referred to in
any publication or document, in whole or in part, for any other purpose
whatsoever, without our prior written consent.
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Carrere & Denegre, L.L.P.
August 14, 2001
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You may rely on this opinion in connection with your delivery to the
Commission of your opinion in accordance with Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act. Additionally, we consent to the filing of
this opinion as an exhibit to the Registration Statement. 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 or the general rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
HOLLAND & KNIGHT LLP