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EXHIBIT 5
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
1800 FIRST AMERICAN CENTER
315 DEADERICK STREET
NASHVILLE, TENNESSEE 37238
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TELEPHONE (615) 256-0500
FACSIMILE (615) 251-1059
August 29, 1995
National HealthCare L.P.
100 Vine Street
Suite 1402
Murfreesboro, Tennessee 37130
Re: $30,000,000 6% Senior Subordinated Convertible Debentures
Registered Pursuant to Rule 415 By Registration Statement on Form S-3
Gentlemen:
This opinion is delivered in our capacity as special counsel to
National HealthCare L.P. (the "Company") in connection with the issuance and
sale by a Selling Securityholder of up to an aggregate amount of $30,000,000 6%
Senior Subordinated Convertible Debentures ("Offered Securities"). The Offered
Securities are the subject of the Company's registration statement on Form S-3
(the "Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") and are proposed by the Selling Securityholder to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Act, with a
Prospectus Supplement meeting the requirements of the Act or the rules
thereunder describing each offering of Offered Securities ("Applicable
Prospectus Supplement") to be filed with the Commission in connection with such
offering.
As special counsel for the Company, we have examined the Registration
Statement, the Limited Partnership Agreement of the Company, as amended to
date, resolutions of the Company's Managing General Partner's Board of
Directors, the form of the proposed Indenture ("Indenture") relating to the
Offered Securities, and such other records, certificates and documents of the
Company as we have deemed appropriate for the purpose of this opinion.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents;
and (ii) that the parties to such documents have the legal right and power
under all applicable laws, regulations and agreements to enter into, execute,
deliver and perform their respective obligations thereunder.
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National HealthCare L.P.
August 29, 1995
Page 2
On the basis of such review, subject to the limitations expressed
herein, we are of the opinion that:
1. The Offered Securities that are the subject of the
Registration Statement which have been issued to the Selling
Securityholder were legally issued and are fully paid and
nonassessable, binding obligations of the Company.
2. The limited partnership units of the Company into
which the Offered Securities may be converted, will, when converted
in accordance with the terms of the Indenture, be legally issued,
fully paid and nonassessable.
In rendering the opinion set forth herein, we have relied upon the
documents referenced above and such other information as we have deemed
necessary, but we have made no independent verification or investigation of
factual matters pertaining thereto or to the Company. The opinion expressed
herein is subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws now or thereafter in
effect relating to or affecting the rights or creditors generally, judicial
discretion, and equitable principles whether applied pursuant to a proceeding
at law or in equity; and no opinion is expressed with respect to the
availability of equitable remedies.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm, and to the
inclusion of this opinion as an exhibit to the Registration Statement.
Sincerely,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
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Harwell Howard Hyne
Gabbert & Manner, P.C.