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EXHIBIT 5.2
[Letterhead of Matria Healthcare, Inc.]
August 13, 2001
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
Ladies and Gentlemen:
This opinion letter is being rendered to you in my capacity as general
counsel of Matria Healthcare, Inc., a Delaware corporation (the "Company") and
each of the Other Subsidiaries (as defined below), 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 "Other 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, I have
reviewed the Registration Statement and the related Prospectus and the Indenture
(including the form of Exchange Notes
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and Notation of Guarantee related thereto). I also have investigated such
questions of law and examined originals or copies, certified or otherwise
identified to my satisfaction, of such other documents and records, in each case
as I have deemed necessary or appropriate for the purpose of expressing the
opinions set forth herein. As to matters of fact material to this opinion, I
have obtained and relied, without further independent investigation, upon such
certificates and assurances from public officials as I have deemed necessary.
In rendering the opinions expressed herein, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of such
corporate records of the Company and the Other Guarantors and such agreements,
instruments, certificates of public officials, certificates of officers of the
Company and the Other Guarantors and such other documents as I 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 Other Guarantors that
are corporations; (b) copies of the by-laws, each as amended as of the date
hereof, of the Company and those Other Guarantors that are corporations; (c)
copies of limited liability company agreements, each as amended as of the date
hereof, of those Other Guarantors that are limited liability companies; (d)
records of corporate or other proceedings of the Company and the Other
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 my examination of the foregoing documents, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity with the originals of all documents submitted to me
as copies, the genuineness of all signatures, the competency of all individuals
signing all instruments presented to me and the truth, accuracy and completeness
of the information, factual matters, representations and warranties contained in
all documents examined. I have further assumed that (i) all parties to the
foregoing documents (other than the Company and the Other Guarantors) 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
Other 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 Other Guarantors) enforceable against such party in accordance with its
terms.
Based upon and subject to the foregoing and other limitations and
qualifications stated herein, I am 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 Other Guarantors, respectively, and, when executed by the Company
and each of the Other Guarantors, respectively, and duly authenticated
by the Trustee and delivered in exchange for the Old Notes in
accordance with the terms of the Indenture, if, notwithstanding the
contrary governing
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law provision in the Indenture, the Exchange Notes 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
Other Guarantors, respectively, enforceable against the Company and
each of the Other 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 Other 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 Other 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
Other Guarantors, enforceable against the Company and each of the Other
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 Other Guarantors
and to the discretion of the court before which any proceedings
therefor may be brought.
I am a member of the Bar of the State of Georgia and I do not purport
to express an opinion on any laws other than those of the United States of
America, the State of Georgia, the General Corporation Law of the State of
Delaware and the laws of Delaware applicable to execution and delivery of
agreements and other instruments. For the purposes of giving these opinions, I
have assumed that the laws of California, Florida and New York are the same as
the laws of Georgia.
The foregoing opinion is rendered as of the date hereof, and I assume
no obligation to update such opinion to reflect any facts or circumstances which
may hereafter come to my 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 my prior written consent.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to me under "Legal Matters" in the
Prospectus that is included in the Registration Statement. In giving such
consent, I do not thereby admit that I 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/ Roberta McCaw
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ANNEX
JURISDICTION OF
INCORPORATION
GUARANTOR ---------------
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Clinical-Management Systems, Inc. Georgia
Gainor Medical International, LLC Georgia
Gainor Medical Direct, LLC Georgia
A. R. Medical Supplies, Inc. Florida
Matria of New York, Inc. New York
National Reproductive Medical Centers, Inc. Delaware
Infertility Management Services, Inc. Delaware
PFCC Liquidation Corp. (formerly Pacific Fertility Centers of California, Inc.) California
PFPC Liquidation Corp. (formerly Pacific Fertility Parenting Center, Inc.) California
PFMG Liquidation Corp. (formerly Pacific Fertility Medical Group, Inc.) California
Q Liquidation Corp. (formerly Quality Diagnostic Services, Inc.) Delaware
Shared Care, Inc. Georgia