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EXHIBIT 5.1
LATHAM & WATKINS
Attorneys at Law
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone (213) 485-1234
Fax (213) 891-8763
February 9, 1996
Beverly Enterprises, Inc.
5111 Rogers Ave., Suite 40-A
Ft. Smith, Arkansas 72919-1000
Re: Registration Statement with respect to
$30,000,000 Aggregate Principal Amount
of Senior Notes due 2006
Ladies and Gentlemen:
In connection with the registration of $30,000,000 aggregate
principal amount of 9% Senior Notes due 2006 (the "Securities"), by Beverly
Enterprises, Inc., a Delaware corporation (the "Company"), and the guarantees
of the Securities (the "Guarantees") by the entities set forth in the table of
additional co-registrants contained in the Registration Statement (as defined
below) ("Guarantors"), under the Securities Act of 1933, as amended (the
"Act"), on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on February 9, 1996 (the "Registration Statement") you have
requested our opinion with respect to the matters set forth below.
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Beverly Enterprises, Inc. EXHIBIT 5.1
February 9, 1996
Page 2
In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to
be taken by the Company and the Guarantors in connection with the authorization
and issuance of the Securities and the Guarantees, respectively, and for the
purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York and the General
Corporation Law of the State of Delaware, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law or the laws of any other local agencies within the
state.
Capitalized terms used herein without definition have the
meanings ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that as of the date hereof:
(1) The Securities have been duly authorized by all necessary
corporate action of the Company, and when executed, authenticated and delivered
by or on behalf of the Company against payment therefor in accordance with the
terms of the Indenture, will constitute legally valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
(2) Each of the Guarantees has been duly authorized by all necessary
corporate action of the respective Guarantor, and when executed in accordance
with the terms of the Indenture and upon due execution, authentication and
delivery of the Securities and upon payment therefor, will be the legally valid
and binding obligation of the respective Guarantor, enforceable against such
Guarantor in accordance with its terms.
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Beverly Enterprises, Inc. EXHIBIT 5.1
February 9, 1996
Page 3
The opinions rendered in paragraphs 1 and 2 above relating to
the enforceability of the Securities and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors, including, without limitation, the effect on
the Guarantees of Section 547 or 548 of the federal Bankruptcy Code and
comparable provisions of state law; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy; and (iv) the unenforceability of
any provision requiring the payment of attorney's fees, except to the extent
that a court determines such fees to be reasonable.
To the extent that the obligations of the Company and the
Guarantors under the Indenture may be dependent upon such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the legally valid,
binding and enforceable obligation of the Trustee enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ LATHAM & WATKINS