EXHIBIT 5.3
[McGuireWoods LLP Letterhead]
November 23, 2004
The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G 1S8
EDC Drug Stores, Inc.
50 Service Road
Warwick, Rhode Island 02886
Ladies and Gentlemen:
Reference is made to the Registration Statement on Forms F-10, S-4 and F-4 being
filed by you and others with the Securities and Exchange Commission in
Washington, D.C. (the "Registration Statement") in connection with the
registration under the Securities Act of $350,000,000 aggregate principal amount
of 7 5/8 % Senior Notes of The Jean Coutu Group (PJG) Inc. due 2012 (the "Senior
Exchange Notes"), $850,000,000 aggregate principal amount of 8 1/2 % Senior
Subordinated Notes of The Jean Coutu Group (PJG) Inc. due 2014 (the "Senior
Subordinated Exchange Notes") and certain guarantees of the Senior Exchange
Notes and the Senior Subordinated Exchange Notes (the "Senior Note Guarantees"
and the "Senior Subordinated Note Guarantees," respectively, and, collectively
with the Senior Exchange Notes and the Senior Subordinated Exchange Notes, the
"Securities") by the guarantors described in the Registration Statement
including, among others, EDC Drug Stores, Inc., a North Carolina corporation
(the "Company"). The Registration Statement is being filed in connection with an
exchange offer (the "Exchange Offer") in which the Securities will be offered to
holders of outstanding unregistered securities having substantially identical
terms except for certain transfer restrictions and registration rights relating
to the outstanding securities. Capitalized terms used and not defined herein
have the meanings assigned to them in the Registration Statement.
At your request, this letter is being delivered by us as special North Carolina
counsel in connection with the registration for the Exchange Offer of the Senior
Note Guarantee and the Senior Subordinated Note Guarantee to be issued by the
Company in respect of the Senior Exchange Notes and the Senior Subordinated
Exchange Notes.
In connection with the delivery of this letter, we have examined originals or
copies of the articles of incorporation and bylaws of the Company, certain
resolutions adopted by the Board of Directors of the Company as of July 31, 2004
and November 23, 2004, the Registration Rights Agreement to be filed as an
exhibit to the Registration Statement, the Registration Rights Joinder Agreement
to be filed as an exhibit to the Registration
The Jean Coutu Group (PJC) Inc.
EDC Drug Stores, Inc.
November 23, 2004
Page 2
Statement, the Senior Note Indenture (including the forms of the Senior Exchange
Note and the Senior Note Guarantee contained therein), the Supplemental
Indenture dated as of July 30, 2004 to the Senior Note Indenture, the Senior
Subordinated Note Indenture (including the forms of the Senior Subordinated
Exchange Note and the Senior Subordinated Note Guarantee contained therein), the
Supplemental Indenture dated as of July 30, 2004 to the Senior Subordinated Note
Indenture (the foregoing being collectively referred to as the "Transaction
Documents"), the Registration Statement and such other records, agreements,
instruments, certificates and other documents of pubic officials, the Company
and its authorized representatives, as we have deemed necessary or appropriate
in connection with the opinions set forth herein (collectively with the
Transaction Documents, the "Opinion Documents"). We have not undertaken any
independent investigation or verification of any factual matter set forth in the
Opinion Documents, and we have assumed the factual statements set forth therein
to be complete and correct.
For the purposes of giving the opinions set forth herein we have assumed and
relied on without independent verification (i) the authenticity of all
signatures; (ii) the completeness, and the conformity to original instruments,
of all copies submitted to us, and that any document submitted to us continues
in full force and effect; (iii) the due organization and legal existence of the
Company; (iv) that each of the Transaction Documents is within the capacity and
powers of, and has been or will be validly authorized by each of the parties
thereto, other than the Company; (v) that each of the Transaction Documents has
been or will be validly executed and delivered by each of the parties thereto in
the form or substantially the form presented to us; (vi) to the extent that any
obligation of the Company under the Transaction Documents is to be performed in
any jurisdiction other than North Carolina, its performance will not be illegal
or unenforceable under the law of that jurisdiction; and (vii) that the
Transaction Documents constitute, or upon execution, will constitute, the legal,
valid and binding obligation of each of the parties thereto, including without
limitation the Company, under the laws of New York.
Based upon the foregoing, and subject to the assumptions, exclusions,
limitations and qualifications set forth herein, we are of the opinion that,
when issued as contemplated by the Registration Statement, the Senior Note
Guarantee and the Senior Subordinated Note Guarantee to be issued by the Company
in respect of the Senior Exchange Notes and the Senior Subordinated Exchange
Notes will be legally issued and will constitute valid and binding obligations
of the Company. Enforceability of the Company's obligations under such Senior
Note Guarantee and Senior Subordinated Note Guarantee may be limited by
applicable bankruptcy, reorganization, insolvency, fraudulent transfer,
moratorium and similar laws affecting the enforcement of creditors' rights
generally or by the application of equitable principles.
We express no opinion other than as expressly set forth herein or as to any laws
other than the laws of the State of North Carolina in force at the date of this
opinion. We
The Jean Coutu Group (PJC) Inc.
EDC Drug Stores, Inc.
November 23, 2004
Page 3
express no opinion or as to any matters of municipal law or the laws of any
local agencies.
This letter speaks only as of the date hereof, and we undertake no
responsibility to update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement and related Prospectus
as special North Carolina counsel who are passing upon the legality of the
Senior Note Guarantee and the Senior Subordinated Note Guarantee of the Company
under North Carolina law and to the reference to our name under the caption
"Legal Matters" in such Prospectus. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement or any amendment
thereto. In giving such consents, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act.
Very truly yours,
/s/ McGuireWoods LLP