EXHIBIT 5.1
Scheichet & Davis, P.C.
Counselors at Law
800 Third Avenue - 29th Floor
New York, NY 10022
(212) 688-3200
Fax: (212) 371-7634
October 15, 2003
New York Health Care, Inc.
1850 Mc Donald Avenue
Brooklyn, NY 11223
Re: REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933;
S.E.C. FILE NO. 333-108692
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Gentlemen:
In our capacity as counsel to New York Health Care, Inc., a New York
corporation (the "Company"), we have been asked to render this opinion in
connection with the Company's filing of Post Effective Amendment No. 1 to a
Registration Statement on Form S-8 (the "Registration Statement"), which
includes a Reoffer Prospectus, with the Securities and Exchange Commission under
the Securities Act of 1933.
The Registration Statement covers a total of 3,632,500 shares of the
Company's $.01 par value common stock (the "Common Stock"), issuable upon the
exercise of stock options issued pursuant to the Company's Performance Incentive
Plan, as amended, and certain warrants issued to independent directors and
consultants. The Reoffer Prospectus relates to the offer and sale of a total of
1,802,916 shares of the Common Stock covered by the Registration Statement
In that connection, we have examined the Company's Certificate of
Incorporation and By-Laws, as amended, the Registration Statement, corporate
proceedings of the Company relating to the Company's Performance Incentive Plan,
as amended, the stock options, the Independent Directors and Consultants
Warrants, and such other instruments and documents as we have deemed relevant
under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York; and
2. The shares of Common Stock issuable upon the exercise (a) stock
options issued pursuant to the Company's Performance Incentive Plan, as amended,
and (b) Independent Directors and Consultants Warrants, have been duly and
validly authorized and, when issued and paid for as described in the
Registration Statement and Reoffer Prospectus, will be duly and validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name as attorneys in
connection with the Registration Statement.
Very truly yours,
SCHEICHET & DAVIS, P.C.
/s/William J. Davis
A Member of the Firm