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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 20, 2001
Beverly Enterprises, Inc.
1000 Beverly Way
Fort Smith, Arkansas 72919
Re: Registration Statement for $200,000,000 Aggregate Principal
Amount of Senior Notes and Related Guarantees
Ladies and Gentlemen:
In connection with the registration of $200,000,000 aggregate
principal amount of its 9 5/8% Senior Notes due 2009 (the "Exchange Notes") by
Beverly Enterprises, Inc., a Delaware corporation (the "Company"), and the
related guarantees of the Exchange Notes pursuant to the Indenture (as defined
below) (the "Guarantees") by the guarantors listed on Schedule 1 attached hereto
(the "Guarantors"), under the Securities Act of 1933, as amended, on Form S-4 to
be filed with the Securities and Exchange Commission on June 20, 2001 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
The Exchange Notes and the Guarantees will be issued pursuant to an
indenture dated as of April 25, 2001 (the "Indenture"), among the Company, the
Guarantors and The Bank of New York, as trustee (the "Trustee"). The Exchange
Notes will be issued in exchange for the Company's outstanding 9 5/8% Senior
Notes due 2009 (the "Private Notes") on the terms set forth in the prospectus
contained in the Registration Statement and the Transmittal Letter filed as an
exhibit thereto (the "Exchange Offer").
In our capacity as your special counsel in connection with the
Exchange Offer, we are familiar with the proceedings taken by the Company in
connection with the authorization of the Exchange Notes. 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.
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LATHAM & WATKINS
Beverly Enterprises, Inc.
June 20, 2001
Page 2
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 local agencies within any state. Various
issues concerning the Guarantees are addressed in the opinion of Douglas J. Babb
of even date herewith, which has separately been provided to you, and we express
no opinion with respect to those matters.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof, the Exchange Notes to be exchanged for
the Private Notes pursuant to the Exchange Offer have been duly authorized by
the Company and, when the Exchange Notes have been duly executed, issued,
authenticated and delivered in accordance with the terms of the Exchange Offer
and the Indenture, the Exchange Notes will be legally valid and binding
obligations of the Company, enforceable in accordance with their terms. Assuming
the power of, and the due authorization, execution and delivery of the Indenture
by the respective Guarantor, when the Exchange Notes have been duly executed,
issued, authenticated and delivered in accordance with the terms of the Exchange
Offer and the Indenture, each Guarantee set forth in the Indenture will be the
legally valid and binding obligation of the respective Guarantor, enforceable in
accordance with its terms.
The opinion rendered in the foregoing paragraph relating to the
enforceability of the Exchange Notes and the Guarantees under the Indenture are
subject to the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors; (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; and
(iii) we express no opinion concerning the enforceability of the waiver of
rights or defenses contained in Section 4.6 of the Indenture.
To the extent that the obligations of the Company under the Exchange
Notes and of the Company and the Guarantors under the Indenture may be dependent
upon such matters, we have assumed for purposes of this opinion that (i) the
Trustee (a) is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; (b) has the requisite organizational
and legal power and authority to perform its obligations under the Indenture;
(c) is duly qualified to engage in the activities contemplated by the Indenture;
and (d) has duly authorized, executed and delivered the Indenture; (ii) the
Indenture constitutes the legally valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; and (iii) the
Trustee is in compliance, generally and with respect to acting as Trustee under
the Indenture, with all applicable laws and regulations.
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LATHAM & WATKINS
Beverly Enterprises, Inc.
June 20, 2001
Page 3
We have not been requested to express and, with your knowledge and
consent, do not render any opinion with respect to the applicability to the
obligations of the Company under the Exchange Notes and the Indenture or of the
Guarantors under the Indenture of Section 548 of the Bankruptcy Code or
applicable state law (including, without limitation, Article 10 of the New York
Debtor & Creditor Law) relating to fraudulent transfers and obligations.
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
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Beverly Enterprises, Inc.
June 20, 2001
Page 4
SCHEDULE 1
GUARANTORS
AEGIS Therapies, Inc. (f/k/a Beverly Rehabilitation, Inc.)
AGI-Camelot, Inc.
Arborland Management Company, Inc.
Associated Physical Therapy Practitioners, Inc.
Beverly Assisted Living, Inc.
Beverly - Bella Vista Holding, Inc.
Beverly - Branson Holdings, Inc.
Beverly - Indianapolis, LLC
Beverly - Missouri Valley Holding, Inc.
Beverly - Plant City Holdings, Inc.
Beverly - Rapid City Holding, Inc.
Beverly - Tamarack Holdings, Inc.
Beverly - Tampa Holdings, Inc.
Beverly Clinical, Inc.
Beverly Enterprises International Limited
Beverly Enterprises - Alabama, Inc.
Beverly Enterprises - Arizona, Inc.
Beverly Enterprises - Arkansas, Inc.
Beverly Enterprises - California, Inc.
Beverly Enterprises - Colorado, Inc.
Beverly Enterprises - Connecticut, Inc.
Beverly Enterprises - Delaware, Inc.
Beverly Enterprises - Distribution Services, Inc.
Beverly Enterprises - District of Columbia, Inc.
Beverly Enterprises - Florida, Inc.
Beverly Enterprises - Garden Terrace, Inc.
Beverly Enterprises - Georgia, Inc.
Beverly Enterprises - Hawaii, Inc.
Beverly Enterprises - Idaho, Inc.
Beverly Enterprises - Illinois, Inc.
Beverly Enterprises - Indiana, Inc.
Beverly Enterprises - Iowa, Inc.
Beverly Enterprises - Kansas, Inc.
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LATHAM & WATKINS
Beverly Enterprises, Inc.
June 20, 2001
Page 5
Beverly Enterprises - Kentucky, Inc.
Beverly Enterprises - Louisiana, Inc.
Beverly Enterprises - Maine, Inc.
Beverly Enterprises - Maryland, Inc.
Beverly Enterprises - Massachusetts, Inc.
Beverly Enterprises - Michigan, Inc.
Beverly Enterprises - Minnesota, Inc.
Beverly Enterprises - Mississippi, Inc.
Beverly Enterprises - Missouri, Inc.
Beverly Enterprises - Montana, Inc.
Beverly Enterprises - Nebraska, Inc.
Beverly Enterprises - Nevada, Inc.
Beverly Enterprises - New Hampshire, Inc.
Beverly Enterprises - New Jersey, Inc.
Beverly Enterprises - New Mexico, Inc.
Beverly Enterprises - North Carolina, Inc.
Beverly Enterprises - North Dakota, Inc.
Beverly Enterprises - Ohio, Inc.
Beverly Enterprises - Oklahoma, Inc.
Beverly Enterprises - Oregon, Inc.
Beverly Enterprises - Pennsylvania, Inc.
Beverly Enterprises - Rhode Island, Inc.
Beverly Enterprises - South Carolina, Inc.
Beverly Enterprises - Tennessee, Inc.
Beverly Enterprises - Texas, Inc.
Beverly Enterprises - Utah, Inc.
Beverly Enterprises - Vermont, Inc.
Beverly Enterprises - Virginia, Inc.
Beverly Enterprises - Washington, Inc.
Beverly Enterprises - West Virginia, Inc.
Beverly Enterprises - Wisconsin, Inc.
Beverly Enterprises - Wyoming, Inc.
Beverly Health and Rehabilitation Services, Inc.
Beverly Healthcare, LLC
Beverly Healthcare Acquisition, Inc.
Beverly Healthcare - California, Inc.
Beverly Holdings I, Inc.
Beverly Indemnity, Ltd.
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LATHAM & WATKINS
Beverly Enterprises, Inc.
June 20, 2001
Page 6
Beverly Manor Inc. of Hawaii
Beverly Real Estate Holdings, Inc.
Beverly Savana Cay Manor, Inc.
Carrollton Physical Therapy Clinic, Inc.
Commercial Management, Inc.
Community Care, Inc.
Compassion and Personal Care Services, Inc.
Eastern Home Health Supply & Equipment Co., Inc.
Greenville Rehabilitation Services, Inc.
Hallmark Convalescent Homes, Inc.
HomeCare Preferred Choice, Inc.
Home Health and Rehabilitation Services, Inc.
Hospice of Eastern Carolina, Inc.
Hospice Preferred Choice, Inc.
HTHC Holdings, Inc.
Las Colinas Physical Therapy Center, Inc.
Liberty Nursing Homes, Incorporated
MATRIX Occupational Health, Inc.
MATRIX Rehabilitation, Inc.
MATRIX Rehabilitation - Delaware, Inc.
MATRIX Rehabilitation - Georgia, Inc.
MATRIX Rehabilitation - Maryland, Inc.
MATRIX Rehabilitation - Ohio, Inc.
MATRIX Rehabilitation - South Carolina, Inc.
MATRIX Rehabilitation - Texas, Inc.
MATRIX Rehabilitation - Washington, Inc.
Medical Arts Health Facility of Lawrenceville, Inc.
Moderncare of Lumberton, Inc.
Nebraska City S-C-H, Inc.
Network for Physical Therapy, Inc.
North Dallas Physical Therapy Associates, Inc.
Nursing Home Operators, Inc.
Petersen Health Care, Inc.
PT NET, Inc.
PT Net (Colorado), Inc.
Rehabilitation Associates of Lafayette, Inc.
South Alabama Nursing Home, Inc.
South Dakota - Beverly Enterprises, Inc.
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LATHAM & WATKINS
Beverly Enterprises, Inc.
June 20, 2001
Page 7
Spectra Healthcare Alliance, Inc.
Tar Heel Infusion Company, Inc.
The Parks Physical Therapy and Work Hardening Center, Inc.
Theraphysics Corp.
Theraphysics of New York IPA, Inc.
Theraphysics Partners of Colorado, Inc.
Theraphysics Partners of Louisiana
Theraphysics Partners of Texas, Inc.
Theraphysics Partners of Western Pennsylvania, Inc.
TMD Disposition Company
Vantage Healthcare Corporation