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Exhibit 5.1
[Letterhead of McDermott Will & Emery LLP]
November 24, 2004
The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G1S8
(450) 646-9760
Re: REGISTRATION STATEMENT ON FORM F-10, S-4 AND F-4 RELATING TO
$350,000,000 OF 7 5/8% SENIOR NOTES DUE 2012 AND $850,000,000 OF
8 1/2% SENIOR SUBORDINATED NOTES DUE 2014 OF THE JEAN COUTU
GROUP (PJC) INC.
Ladies and Gentlemen:
We have acted as special counsel to The Jean Coutu Group (PJC) Inc., a
corporation incorporated under the laws of the province of Quebec, Canada
(the "COMPANY"), in connection with the preparation and filing with the U.S.
Securities and Exchange Commission (the "COMMISSION") under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), of a Registration Statement
on Form F-10, S-4 and F-4 (the "REGISTRATION STATEMENT") relating to the
proposed exchange by the Company of $350,000,000 aggregate principal amount
of its 7 5/8% Senior Notes due 2012 (the "EXCHANGE SENIOR NOTES") and
$850,000,000 aggregate principal amount of its 8 1/2% Senior Subordinated
Notes due 2014 (the "EXCHANGE SENIOR SUBORDINATED NOTES", and together with
the Exchange Senior Notes, the "EXCHANGE NOTES"), which are to be registered
under the Securities Act, for a like amount of the Company's current
outstanding, $350,000,000 aggregate principal amount of its 7 5/8% Senior
Notes due 2012 (the "OUTSTANDING SENIOR NOTES") and $850,000,000 aggregate
principal amount of its 8 1/2% Senior Subordinated Notes due 2014 (the
"OUTSTANDING SENIOR SUBORDINATED Notes", and together with the Outstanding
Senior Notes, the "OUTSTANDING NOTES"). The Exchange Notes will be guaranteed
as to the payment of principal and interest thereon (such guarantees,
together, the "SUBSIDIARY GUARANTEES" and collectively, with the Exchange
Notes, the "SECURITIES") by each of the entities listed on SCHEDULE A (the
"U.S. SUBSIDIARIES"), SCHEDULE B (the "U.S. SPECIAL SUBSIDIARIES") and
SCHEDULE C (the "CANADIAN SUBSIDIARIES", and collectively, with the U.S.
Subsidiaries and U.S. Special Subsidiaries, the "SUBSIDIARIES") hereto. The
Exchange Senior Notes and the related Subsidiary Guarantees will be issued
pursuant to the Indenture, dated as of July 30, 2004 (the "SENIOR
INDENTURE"), among the Company, the Subsidiaries and The Bank of New York
(the "SENIOR TRUSTEE"), and the Exchange Senior Subordinated Notes and the
related Subsidiary Guarantees will be issued pursuant to the Indenture, dated
as of July 30, 2004 (the "SENIOR SUBORDINATED INDENTURE", and together with
the Senior Indenture, the "INDENTURE"),
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among the Company, the Subsidiaries and Wells Fargo Bank, N.A. (the "SENIOR
SUBORDINATED TRUSTEE", and together with the Senior Trustee, the "TRUSTEE").
In connection with rendering the opinions set forth herein, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, the Registration Statement, the Indenture, the form of Exchange
Notes and such other corporate and other records, documents, certificates,
instruments and other papers as we have deemed necessary to examine for the
purpose of this opinion.
In our examination, we have assumed the genuineness of all signatures
(including endorsements), the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. As to any facts
material to the opinions expressed herein which we did not independently
establish or verify, we have relied upon oral or written statements and
representations and certificates of the Company and the Subsidiaries and their
respective officers and other representatives and of public officials and
others.
In making our examination of documents executed by parties other than the
U.S. Subsidiaries, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations under such documents and have
also assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties (other than to the extent governed by
the laws of the State of New York and subject to any of the opinions below) of
such documents and, other than with respect to the Company and the Subsidiaries,
the validity and binding effect thereof.
The opinions set forth herein are (with your consent) subject to the
following assumptions and qualifications:
(a) We have assumed that the execution and delivery, and the
performance of all obligations under the Indentures, by the Company and the
Subsidiaries, as applicable, of any of its obligations under the Indentures
does 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 any Subsidiary or any properties thereof, (ii) any rule,
law or regulation to which the Company or any Subsidiary is subject (other
than the Applicable Laws as to which we express our opinion below) or (iii)
any judicial or administrative order or decree of any governmental authority;
(b) We have assumed that no authorization, consent or other
approval of, notice to or filing with any court, governmental authority or
regulatory body is required to authorize or is required in connection with
the execution, delivery or performance by the Company or any Subsidiary of
the Indenture or the Registration Statement;
(c) We express no opinion as to the effect on the opinions herein
stated of (i) the compliance or non-compliance of any party to the Indentures
with any state, federal or other laws or regulations applicable thereto or
(ii) the legal or regulatory status or the nature of the business of any
party to the Indentures;
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(d) In rendering our opinions express below, we express no opinion
as to the applicability or effect of any preference or similar law on the
Indenture or any transaction contemplated thereby; and
(e) We have assumed that (i) there has not been any mutual mistake
of fact or misunderstanding, fraud, duress or undue influence and (ii) there are
no oral or written modifications of or amendments to the Indenture or the
Exchange Notes and there have been no waivers, terminations or releases of any
of the provisions of the Indenture or the Exchange Notes by actions or conduct
of the parties thereto or otherwise.
We are admitted to the Bar in the State of New York, the State of Florida
and the Commonwealth of Massachusetts. We express no opinion as to the laws of
any jurisdiction other than (i) the laws of the State of New York (other than
"blue sky" laws, as to which we express no opinion), (ii) the Massachusetts
Business Corporation Act (Chapter 156D), (iii) the General Corporation Law of
the State of Delaware, (iv) the Florida Business Corporation Act and (v) the
federal laws of the United States of America to the extent specifically referred
to herein (collectively, the "APPLICABLE LAWS").
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. Assuming the due authorization, execution and delivery of the Exchange
Notes by the Company under Canadian federal, Nova Scotia, Ontario and Quebec
laws, when authenticated by the Trustee in accordance with the Indenture and
delivered in exchange for the Outstanding Notes pursuant to the exchange offer
described in the Registration Statement, the Exchange Notes (to the extent that
the execution and delivery thereof are governed by the laws of the State of New
York) will be duly executed and delivered by the Company and will constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
2. Assuming the due authorization, execution and delivery of the Exchange
Notes by the Company under Canadian federal, Nova Scotia, Ontario and Quebec
laws, when such Exchange Notes are authenticated by the Trustee in accordance
with the Indenture and delivered in exchange for the Outstanding Notes
pursuant to the exchange offer described in the Registration Statement, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the U.S. Subsidiaries
will constitute valid and binding obligations of the U.S. Subsidiaries,
enforceable against the U.S. Subsidiaries in accordance with their terms.
3. Assuming (a) the due authorization, execution and delivery of the
Exchange Notes by the Company under Canadian federal, Nova Scotia, Ontario
and Quebec laws, when such Exchange Notes are authenticated by the Trustee in
accordance with the Indenture and delivered in exchange for the Outstanding
Notes pursuant to the exchange offer described in the Registration Statement
and (b) the due authorization, execution and delivery of the Subsidiary
Guarantees under Canadian federal, Nova Scotia, Ontario and Quebec laws, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the Canadian
Subsidiaries will constitute valid and binding obligations of the
Subsidiaries, enforceable against the Canadian Subsidiaries in accordance
with their terms.
4. Assuming (a) the due authorization, execution and delivery of the
Exchange Notes by the Company under Canadian federal, Nova Scotia, Ontario
and Quebec laws, when such Exchange Notes are authenticated by the Trustee in
accordance with the Indenture and delivered in exchange for the Outstanding
Notes pursuant to the exchange offer described in the Registration Statement
and (b) the due execution and delivery of the Subsidiary Guarantees under
the laws of the respective state of incorporation or formation, the
Subsidiary Guarantees (to the extent that the execution and delivery thereof
are governed by the laws of the State of New York) by the U.S. Special
Subsidiaries will constitute valid and binding obligations of the U.S.
Special Subsidiaries, enforceable against the U.S. Special Subsidiaries in
accordance with their terms.
In addition to any assumptions, qualifications and other matters set
forth elsewhere herein, the opinions herein are subject to the following
qualifications:
(A) Our opinions expressed above are subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally.
(B) Our opinions expressed above are subject to the effect of general
principles of equity, including, without limitation, concepts of materiality,
reasonableness and good faith and fair dealing (regardless of whether
considered in a proceeding in equity or at law).
(C) We call your attention to the following matters as to which we
express no opinion:
(1) the agreement of any party in any agreement relating to
indemnification or contribution;
(2) fraudulent transfer laws and principles of equitable subordination;
(3) the agreement of any party in any agreement to establish evidentiary
standards;
(4) the enforceability of the provisions of any agreement to the extent
that (a) they state that provisions of such agreement may only be waived
in writing, (b) they state that the provisions of such agreement are
severable, (c) they purport to consent to the entry of a default judgment
against any the Company or any Subsidiary, or (d) they purport to provide
that, in the event the Company or any Subsidiary revokes its guarantee
under the Exchange Notes, the Company or such Subsidiary would
nevertheless remain liable with respect to obligations under the Exchange
Notes arising thereafter, regardless of whether such obligations arose
pursuant to a binding commitment under the Exchange Notes entered into
prior to the date of revocation;
(5) the enforceability under certain circumstances of provisions to the
effect that (a) the rights or remedies of any party to any agreement are
not exclusive, (b) rights or remedies may be exercised without notice,
(c) every right or remedy is cumulative and may be exercised in addition
to or with any other right or remedy, (d) election of a particular remedy
or remedies does not preclude recourse to one or more remedies, and (e)
failure to exercise or delay in exercising rights or remedies will not
operate as a waiver of any such rights or remedies;
(6) the ordinances and statutes, the administrative decisions and orders
and the rules and regulations of any municipality, county or special
district or other political subdivision of any state; and
(7) the applicability to the obligations of any guarantor or surety (or
any person or entity deemed to be a guarantor or surety) under any of the
agreements (or the enforceability of any such obligations) of Section 548
of the United States Bankruptcy Code, or provisions of applicable state
law relating to fraudulent conveyances or transfers of obligations or the
making of dividends or other distributions.
Whenever a statement is qualified by "TO OUR KNOWLEDGE" or a similar
phrase, it refers to the current actual knowledge of solely those particular
McDermott Will & Emery LLP attorneys who have given substantive attention to the
Indenture and the Registration Statement and the preparation and negotiation
thereof. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the accuracy of such statements and no
inference as to our knowledge concerning such statement should be drawn from the
fact of our representation of the Company or Subsidiaries in this matter or in
other matters in which such attorneys are not involved.
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We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our Firm under the caption
"Legal Matters" in the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons who consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
This opinion letter is limited to the matters expressly set forth herein
and no opinion is implied or may be inferred beyond the matters expressly so
stated. This opinion letter is given as of the date hereof and we assume no
obligation to update or supplement this opinion to reflect any facts which may
hereafter come to our attention or any changes in law which may hereafter occur.
Respectfully submitted,
(signed) McDermott Will & Emery LLP
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SCHEDULE A
U.S. SUBSIDIARIES
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Brooks Pharmacy, Inc.
Eckerd Corporation
Eckerd Fleet, Inc
EDC Licensing, Inc.
Genovese Drug Stores, Inc.
JCG Holdings (USA), Inc.
Jean Coutu Group Holdings (USA), LLC
Maxi Drug North, Inc.
Maxi Drug South, L.P.
Maxi Drug, Inc.
P.J.C. Distribution, Inc.
P.J.C. Realty Co., Inc.
PJC Arlington Realty LLC
PJC Dorchester Realty LLC
PJC Essex Realty LLC
PJC Haverhill Realty LLC
PJC Hyde Park Realty LLC
PJC Lease Holdings, Inc.
PJC Manchester Realty LLC
PJC Mansfield Realty LLC
PJC New London Realty LLC
PJC Norwich Realty LLC
PJC of Massachusetts, Inc.
PJC Peterborough Realty LLC
PJC Providence Realty LLC
PJC Realty MA, Inc.
PJC Realty N.E. LLC
PJC Revere Realty LLC
PJC Special Realty Holdings, Inc.
The Jean Coutu Group (PJC) USA, Inc.
Thrift Drug Inc.
Thrift Drug Services, Inc.
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SCHEDULE B
U.S. SPECIAL SUBSIDIARIES
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EDC Drug Stores, Inc.
Maxi Green Inc.
MC Woonsocket, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of Rhode Island, Inc.
PJC of West Warwick, Inc.
PJC of Vermont Inc.
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SCHEDULE C
CANADIAN SUBSIDIARIES
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3090671 Nova Scotia Company
3090672 Nova Scotia Company
Paterson's Pharmacies Ltd.
RX Information Centre Ltd.
Services Securivol Inc.