EXHIBIT 5.2
[Letterhead of Baker, Donelson, Bearman, Caldwell
& Berkowitz, P.C., Memphis, TN]
June 23, 2006
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Re: King Pharmaceuticals, Inc.; Registration Statement on Form S-3.
Dear Ladies and Gentlemen:
We have acted as special Tennessee counsel to King Pharmaceuticals,
Inc., a Tennessee corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-3 (the "Registration
Statement"), pursuant to which (i) the Company is registering under the
Securities Act of 1933, as amended (the "Securities Act"), (A) $400,000,000
aggregate principal amount of its 1 1/4% Convertible Senior Notes due 2026 (the
"Notes"), and (B) up to 23,732,724 shares of its common stock, no par value per
share, into which the Notes are convertible (the "Conversion Shares") and (ii)
the Subsidiary Guarantors are registering under the Securities Act subordinated
guarantees of the Notes (the "Subordinated Guarantees" and, together with the
Notes and the Shares, the "Securities"), all of which may be sold by the selling
security holders named in the prospectus included in the Registration Statement
(the "Selling Security Holders") from time to time on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act. Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to them in
that certain Indenture dated as of March 29, 2006, among the Company, the
Subsidiary Guarantors (defined therein), and The Bank of New York.
In connection with the opinion set forth below, we have, with your
permission, and without independent investigation, examined and relied solely
upon originals or copies of the following documents (collectively, the
"Documents"):
1. The Registration Statement and the Exhibits thereto;
2. The Note No. 1, as executed by the Company;
3. The Indenture, as executed by the Company;
4. The complete Charter of the Company (the "Charter") and the
Amended and Restated Bylaws of the Company (the "Bylaws"), as certified to us by
the Officer's Certificate (defined below);
5. The Registration Rights Agreement, as executed by the Company;
and
An Officer's Certificate of the Company dated June 23, 2006, executed
by the General Counsel and Secretary of the Company, a copy of which has been
provided to you, certifying, inter alia, (a) the Charter, (b) the Bylaws, (c)
certain resolutions adopted by the Board of
Directors of the Company, and (d) certain other documents and matters recited
therein (the "Officer's Certificate").
In rendering this opinion letter, we have, with your permission, and
without independent investigation, assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all Documents
purporting to be originals, the conformity to originals of all Documents
furnished to us as copies, and the authenticity of the originals of such copies.
We have also, with your permission and without independent investigation, relied
upon the certificates or reports of third parties or public officials referred
to as Documents above, and as to factual matters that are material to our
opinion, upon the Officer's Certificate and the representations and warranties
of the Company contained in the Documents, all of which we have assumed to be
true, correct and complete, from and after the respective dates thereof through
the date hereof.
We have also assumed, with your permission and without independent
investigation, that the Indenture, Notes, Subordinated Guarantees, and
Registration Rights Agreement are legal, valid and binding obligations of the
Company and the Subsidiary Guarantors, respectively, enforceable against them in
accordance with their respective terms. Additionally, we have assumed that at
the time any Conversion Shares are issued, the Company will have sufficient
authorized and unissued shares of Common Stock to issue such Conversion Shares.
Subject to the foregoing assumptions, and the further qualifications
and limitations as stated herein, we are of the opinion that the Conversion
Shares, will be validly issued, fully paid and non-assessable when the Notes
have been validly converted and such Conversion Shares have been issued in
accordance with the terms of the Notes and the Indenture.
The opinion set forth above is further qualified as follows:
1. No opinions are expressed by us with respect to any usury laws or
anti-trust laws.
2. Except as described herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts which
would be contrary to the opinion expressed herein, and no inference as
to the knowledge of the existence of such facts should be drawn from
the fact of our representation of the Company as their counsel in
connection with rendering this opinion.
Our opinion stated above does not consider or extend to any documents,
instruments, agreements, certificates or any other matter of any kind not
specifically mentioned herein, and this opinion should in no way be considered
as inclusive of any matters not specifically set forth herein.
We are licensed to practice law in the State of Tennessee. Our opinion
is limited in all respects to the internal substantive laws of the State of
Tennessee.
The opinion expressed herein is further limited to the effect of the
present laws referred to herein and are further subject in all respects to the
effect of future applicable laws and court decisions. We assume no obligation to
revise or supplement the opinion expressed herein should
the present laws, or the interpretation thereof, change, or if we should become
aware of additional or new facts after the date hereof.
We hereby consent to (i) the reference to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement,
and (ii) the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, PC
By: /s/ Samuel D. Chafetz
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Samuel D. Chafetz