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EXHIBIT 5.1
April 3, 1998
The Board of Directors
Extendicare Health Services Inc.
105 West Michigan Street
Milwaukee, Wisconsin 52303
Ladies and Gentlemen:
We have acted as special Delaware counsel to Extendicare Health Services
Inc., a Delaware corporation (the "Company"), and each of the wholly-owned
subsidiaries set forth in Schedule A hereto (the "Subsidiary Guarantors"), in
connection with the public offering by the Company of US$200,000,000 aggregate
principal amount of its 9.35% Senior Subordinated Notes due December 15, 2007
(the "Exchange Notes"), which will be guaranteed, on a senior subordinated basis
pursuant to the guarantees (the "Guarantees") by the Subsidiary Guarantors. The
Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the issued an outstanding
9.35% Senior Subordinated Notes due December 15, 2007 of the Company (the
"Outstanding Notes") under an Indenture, dated as of December 2, 1997 (the
"Indenture"), between the Company, the Subsidiary Guarantors and Bank of Nova
Scotia Trust Company of New York, as trustee (the "Trustee"), as contemplated by
the Registration Rights Agreement dated December 2, 1997 (the "Registration
Rights Agreement") by and among the Company, the Subsidiary Guarantors and
Nationsbanc Montgomery Securities, Inc., Bear Stearns & Co. Inc. and Smith
Barney Inc.
This opinion is being furnished in accordance with the requirements of
Items 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File No. 333-43549) as filed with the Securities and
Exchange Commission (the "Commission") on December 31, 1997 under the Act,
Amendment No. 1 to the Registration Statement as filed with the Commission on
February 23, 1998 and Amendment No. 2 to the Registration Statement as filed
with the Commission on April 3, 1998 (such Registration Statement, as so
amended, being hereinafter referred to as the "Registration Statement"); (ii)
the Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv)
the Form T-1 of the Trustee filed as an exhibit to the Registration Statement;
and (v) the form of Exchange Note, including the form of Guarantee. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Subsidiary Guarantors and
such agreements, certificates of officers or other representatives of the
Company and the Subsidiary Guarantors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein. In rendering the opinions set forth below, we
do not express any opinion as to the applicability or effect of any fraudulent
transfer or similar law (i) on the issuance of the Exchange Notes and the
Guarantees under the Indenture; (ii) on the related transactions contemplated
thereby, or (iii) on the enforceability of any of the Indenture, the Exchange
Notes or the Guarantees.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents, we have assumed that all parties executing such
documents had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents (except for the execution and delivery of the Indenture, the
Exchange Notes and the Guarantees by the Company and the Subsidiary Guarantors,
as applicable, insofar as execution and delivery are matters governed by New
York Law) and the validity, binding effect and enforceability thereof (except,
insofar as the Company and the Subsidiary Guarantors are concerned, for the
Indenture, the Exchange Notes and the Guarantors, in each case to the extent
specifically addressed and subject to the
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qualifications stated herein). As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon oral or written statements and representations of officers or
other representatives of the Company, the Subsidiary Guarantors and others.
We have also assumed that the issuance and sale of the Exchange Notes by
the Company and the issuance of the Guarantees by the Subsidiary Guarantors and
the execution and delivery of the Indenture, the Notes and the Guarantees and
the performance of the respective obligations of the Company and of the
Subsidiary Guarantors thereunder, and the consummation of the transactions
contemplated thereby, do not and will not conflict with, contravene, violate or
constitute a default under (i) any lease, indenture instrument or other
agreement to which the Company or the Subsidiary Guarantors is subject, (ii) any
rule, law or regulation to which the Company or the Subsidiary Guarantors is
subject, (iii) any judicial or administrative order or decree of any
governmental authority to which the Company or the Subsidiary Guarantors is
subject, or (iv) any consent, approval, license, authorization or validation of,
or filing, recording or registration with, any governmental authority.
Members of our firm are admitted to the bar in the State of New York and
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction other than the federal laws of the United States of America to the
extent specifically referred to herein.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that when (i)
the Registration Statement becomes effective and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and (ii) the Exchange Notes have been duly executed and
authenticated in accordance with the terms of the Indenture and have been
delivered upon consummation of the Exchange Offer against receipt of Outstanding
Notes surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Exchange Notes and Guarantees will constitute valid and
binding obligations of the Company and the Subsidiary Guarantors, respectively,
enforceable against the Company and the Subsidiary Guarantors in accordance with
their respective terms, except to the extent that the enforcement thereof may be
limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws now or hereafter in effect relating to creditors'
rights generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the captions "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP
Skadden, Arps, Slate, Meagher & Flom
LLP
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SCHEDULE A
Adult Services Unlimited, Inc.
Alternacare Plus Enterprises, Inc.
Arbor Health Care Company
Arbors East, Inc.
Arbors at Ft. Wayne, Inc.
Arbors at Toledo, Inc.
Bay Geriatric Pharmacy, Inc.
Coventry Care, Inc.
Edgewood Nursing Center, Inc.
Elder Crest, Inc.
Extendicare Great Trail, Inc.
Extendicare Health Facilities, Inc.
Extendicare Health Facility Holdings, Inc.
Extendicare Homes, Inc.
Extendicare of Indiana, Inc.
Fir Lane Terrace Convalescent Center, Inc.
Haven Crest, Inc.
Health Poconos, Inc.
Home Care Pharmacy, Inc. of Florida
Marshall Properties, Inc.
Meadow Crest, Inc.
Northern Health Facilities, Inc.
Oak Hill Home of Rest and Care, Inc.
Q.D. Pharmacy, Inc.
Poly-Stat Computer Applications, Inc.
Poly-Stat Supply Corporation
The Druggist, Inc.
The Progressive Step Corporation
United Professional Companies, Inc.
United Professional Services, Inc.
United Rehabilitation Services, Inc.