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EXHIBIT 5.1
[Letterhead of Troutman Sanders LLP]
August 13, 2001
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
Ladies and Gentlemen:
We have acted as counsel to Matria Healthcare, Inc., a Delaware
corporation (the "Company"), in connection with the Company's offer to exchange
(the "Exchange Offer") $122,000,000 in aggregate principal amount of its 11%
Series B Senior Notes due 2008 (the "Exchange Notes") which are being registered
under the Securities Act of 1933, as amended (the "Securities Act"), for its
existing 11% Senior Notes due 2008 (the "Old Notes"), as described in the
Registration Statement on Form S-4 relating to the Exchange Offer (as amended or
supplemented, the "Registration Statement") filed with the Securities and
Exchange Commission. The Exchange Notes will be guaranteed by each of the
corporations and limited liability companies listed on the Annex hereto, each of
which is organized under the laws of the United States of America (collectively,
the "Subsidiary Guarantors").
The Old Notes were issued, and the Exchange Notes are proposed to be
issued, pursuant to an indenture dated as of July 9, 2001 (the "Indenture"), by
and between the Company and Wells Fargo Bank Minnesota, National Association
(the "Trustee"). The terms of the Exchange Notes to be issued are substantially
identical to the Old Notes, except for certain transfer restrictions and
registration rights relating to the Old Notes. The Indenture is an exhibit to
the Registration Statement. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Registration Statement.
This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
(the "Interpretive Standards") which Interpretive Standards (whether or not
expressly set forth herein) are incorporated in this opinion letter by this
reference. Capitalized terms used in this opinion letter and the attachments
hereto and not otherwise defined herein or in the Indenture shall have the
meanings assigned to such terms in the Interpretive Standards. In the event of a
conflict in the definitions of such capitalized terms appearing in both the
Interpretive Standards and the Indenture, the definitions appearing in the
Indenture shall be applicable to this opinion letter.
In connection with the opinions expressed in this letter, we have
reviewed the Registration Statement and the related Prospectus and the Indenture
(including the form of
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Exchange Notes and Notation of Guarantee related thereto). We also have
investigated such questions of law and examined originals or copies, certified
or otherwise identified to our satisfaction, of such other documents and
records, in each case as we have deemed necessary or appropriate for the purpose
of expressing the opinions set forth herein. As to matters of fact material to
this opinion, we have obtained and relied, without further independent
investigation, upon such certificates and assurances from officers and
representatives of the Company, the Trustee and public officials as we have
deemed necessary.
In rendering the opinions expressed herein, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records of the Company and such agreements, instruments, certificates
of public officials, certificates of officers of the Company and such other
documents as we have deemed necessary or appropriate for the purpose of this
opinion, including the following: (a) copies of the certificates or articles of
incorporation, each as amended as of the date hereof, of the Company and those
Subsidiary Guarantors that are corporations; (b) copies of the by-laws, each as
amended as of the date hereof, of the Company and those Subsidiary Guarantors
that are corporations; (c) copies of limited liability company agreements, each
as amended as of the date hereof, of those Subsidiary Guarantors that are
limited liability companies; (d) records of corporate and other proceedings of
the Company and Subsidiary Guarantors relating to the authorization of the
execution and delivery of the Indenture, and the authorization of the issuance
thereunder of the Old Notes and the Exchange Notes; and (e) an executed
counterpart of the Indenture (including the form of Notes contained therein).
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents submitted to us
as copies, the genuineness of all signatures, the competency of all individuals
signing all instruments presented to us and the truth, accuracy and completeness
of the information, factual matters, representations and warranties contained in
all documents examined. We have further assumed that (i) all parties to the
foregoing documents (other than the Company) are validly existing and in good
standing under the laws of all jurisdictions where they are conducting their
businesses or otherwise required to be so qualified, and have full power and
authority and all necessary consents and approvals to execute, deliver and
perform their respective obligations under such documents, (ii) all such
documents have been duly authorized by all necessary corporate or other action
on the part of the parties thereto (other than the Company and the Subsidiary
Guarantors), have been duly executed by such parties and have been duly
delivered by such parties and (iii) all such documents constitute the legal,
valid and binding obligation of each party thereto (other than the Company and
the Subsidiary Guarantors) enforceable against such party in accordance with its
terms. In rendering the opinion set forth below, we have relied as to factual
matters upon certificates, statements and representations of the Company, its
officers and representatives and public officials.
Based upon and subject to the foregoing and other limitations and
qualifications stated herein, we are of the opinion that:
(i) the Exchange Notes and the Notations of Guarantee
related thereto have been duly authorized by the Company and each of
the Subsidiary Guarantors, respectively, and, when executed by the
Company and each of the Subsidiary Guarantors, respectively, and duly
authenticated by the Trustee and delivered in exchange for the Old
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Notes in accordance with the terms of the Indenture, if,
notwithstanding the contrary governing law provision in the Indenture,
the Exchange Note and the Notations of Guarantee related thereto were
governed by the laws of the State of Georgia (other than the choice of
law provisions thereof), the Exchange Notes and the Notations of
Guarantee related thereto would constitute legal, valid and binding
obligations of the Company and each of the Subsidiary Guarantors,
respectively, enforceable against the Company and each of the
Subsidiary Guarantors, respectively, in accordance with their terms,
subject, as to enforcement of remedies, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights, to
general equity principles, to the possible unenforceability of certain
provisions purporting to waive certain rights of the Company and the
Subsidiary Guarantors and to the discretion of the court before which
any proceedings therefor may be brought; and
(ii) the Indenture has been duly authorized, executed and
delivered by the Company and each of the Subsidiary Guarantors and,
assuming due execution and delivery thereof by the Trustee, if,
notwithstanding the contrary governing law provision in the Indenture,
the Indenture were governed by the laws of the State of Georgia (other
than the choice of law provisions thereof), the Indenture would
constitute a legal, valid and binding obligation of the Company and
each of the Subsidiary Guarantors, enforceable against the Company and
each of the Subsidiary Guarantors in accordance with its terms,
subject, as to enforcement of remedies, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights, to
general equity principles, to the possible unenforceability of certain
provisions purporting to waive certain rights of the Company and the
Subsidiary Guarantors and to the discretion of the court before which
any proceedings therefor may be brought.
This opinion is limited in all respects to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware (including the relevant Constitutional provisions and applicable court
decisions) and the law of the States of Georgia and Virginia, and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. We note that the Indenture
and the Exchange Notes provide that they are to be governed by the laws of the
State of New York (and we assume that the choice of law provision therein will
be enforced). This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
The foregoing opinion is rendered as of the date hereof, and we assume
no obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in the law which may
hereafter occur. This opinion may not be furnished to, or relied upon, by any
person or entity for any purpose without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under "Legal Matters" in the
Prospectus that is included in
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the Registration Statement. In giving such consent, 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/ TROUTMAN SANDERS LLP
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ANNEX
JURISDICTION OF
INCORPORATION
GUARANTOR ---------------
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Diabetes Acquisition, Inc. Georgia
Gainor Medical Acquisition Company Georgia
Diabetes Management Solutions, Inc. (formerly USCI Healthcare Management
Solutions, Inc.) Delaware
Diabetes Self Care, Inc. Virginia
Facet Technologies, LLC (formerly Gainor Medical North America, LLC) Georgia