1
EXHIBIT 5.1
CALFEE, HALTER & GRISWOLD LLP
Attorneys at Law
-------------------------------
1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816
October 9, 1997
NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
In connection with the filing by NCS HealthCare, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (the "Registration Statement") with respect to (i) an
aggregate of $100,000,000 principal amount of the Company's 5-3/4% Convertible
Subordinated Debentures due 2004 (the "Debentures"), (ii) up to 3,058,103 shares
of the Company's Class A Common Stock, par value $.01 per share, (and such
indeterminate number of additional shares of Class A Common Stock as may be
issuable pursuant to certain adjustments) issuable upon conversion of the
Debentures (the "Class A Common Stock"); and (iii) the guarantees, by all of the
Company's wholly-owned subsidiaries (the "Subsidiary Guarantors"), of the
Company's obligations under the Debentures (the "Guarantees"), we have examined
such corporate records, certificates and such other documents as we have deemed
necessary or appropriate as a basis for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(i) The Debentures and Guarantees to be sold by the selling
securityholders in the manner contemplated by the Registration Statement are
valid and binding obligations of the Company and the Subsidiary Guarantors, as
applicable, subject to (a) applicable bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting creditor's rights generally and (b) general principles of
equity; and
(ii) The shares of Class A Common Stock to be sold by the
selling securityholders in the manner contemplated by the Registration Statement
have been duly authorized and legally issued and when issued upon conversion of
the Debentures, will be fully paid and nonassessable.
The opinions expressed herein are limited to matters of the
General Corporation Law of the State of Delaware and except to the extent
hereinafter specified, we express no view as to the effect of any other law on
the opinions set forth herein. We are attorneys licensed to practice law in the
State of Ohio. We note that the Trust Indenture governing the Debentures states
that it is to be governed by the laws of the State of New York. Insofar as any
of the
2
CALFEE, HALTER & GRISWOLD LLP
NCS HealthCare, Inc.
October 9, 1997
Page 2
foregoing opinions involve matters of New York law, we have assumed, with your
permission, that the laws of the State of New York are identical to and
interpreted exactly the same as the laws of the State of Ohio. We express no
opinion as to whether the laws of the State of New York will be construed,
applied or interpreted to have the same effect as the laws of the State of Ohio.
This opinion is delivered to you solely in connection with the
filing of the Registration Statement with respect to the Debentures, the shares
of Class A Common Stock and the Guarantees, and this letter and the opinions
stated herein may not be relied upon for any other purpose or by any person
other than the Directors and officers of the Company.
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Legal Matters."
Respectfully submitted,
CALFEE, HALTER & GRISWOLD LLP