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EXHIBIT 5.4
PARTRIDGE SNOW & HAHN LLP 180 SOUTH MAIN STREET
Counselors at Law PROVIDENCE, RI 02903-7120
401-861-8200, FAX 401-861-8210
22 November 2004
The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G 1S8
MC Woonsocket, Inc.
PJC of Rhode Island, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of West Warwick, Inc.
50 Service Road
Warwick, Rhode Island 02886
Re: Registration Statement on Forms F-10, S-4 and F-4
Ladies and Gentlemen:
This opinion is furnished to you at your request in connection with a
Registration Statement on Forms F-10, S-4 and F-4 (the "Registration Statement")
to be filed by The Jean Coutu Group (PJC) Inc., a corporation formed under the
laws of Quebec ( "Parent"), INTER ALIA, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), for the registration of (i) $350,000,000 aggregate principal
amount of 7 5/8% Senior Notes due 2012 of Parent (the "Senior Notes"), (ii)
$850,000,000 aggregate principal amount of 8 1/2% Senior Subordinated Notes due
2014 of Parent (the "Senior Subordinated Notes") and (iii) guarantees of
Parent's obligations thereunder by the direct and indirect subsidiaries of
Parent, including, without limitation, each of MC Woonsocket, Inc., a Rhode
Island corporation, PJC of Rhode Island, Inc., a Rhode Island corporation, PJC
of Cranston, Inc., a Rhode Island corporation, PJC of East Providence, Inc., a
Rhode Island corporation, and PJC of West Warwick, Inc., a Rhode Island
corporation (respectively, the "Senior Guarantee" and the "Senior Subordinated
Guarantee"). MC Woonsocket, Inc., PJC of Rhode Island, Inc., PJC of Cranston,
Inc., PJC of East Providence, Inc., and PJC of West Warwick, Inc. are sometimes
referred to herein collectively as the "Rhode Island Subsidiaries."
We have acted as special counsel for you in connection with the Senior
Guarantee and the Senior Subordinated Guarantee as undertaken by the Rhode
Island Subsidiaries. We have examined signed copies of the Registration
Statement and all Exhibits thereto as filed with the Commission. We have also
examined and relied upon minutes of meetings of the stockholders and the Board
of Directors
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The Jean Coutu Group (PJC) Inc. ET AL.
22 November 2004
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of each of the Rhode Island Subsidiaries as provided by you, copies of the
Articles of Incorporation and By-Laws of each of the Rhode Island Subsidiaries,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.
In connection with this opinion, we have made such investigation of law and
such other inquiries as we consider necessary to enable us to express our
opinion as to the matters set forth below. We have examined and relied upon
certain instruments, documents, letters, and records with respect to the
information shown or contained therein. In the course of our investigation,
examination, and inquiry, we have assumed the legal capacity of natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals from
which such copies were made.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the State of Rhode Island and the federal laws of
the United States of America. To the extent that the laws of any other
jurisdiction govern any of the matters as to which we are opining herein, we
have assumed, with your permission and without independent investigation, that
such laws are identical to the state laws of the State of Rhode Island, and we
are expressing no opinion herein as to whether such assumption is reasonable or
correct. We are expressing no opinion as to the enforceability of any provision
of the Senior Guarantee or the Senior Subordinated Guarantee that purports to
select the laws by which it is to be governed.
The opinions expressed herein are subject to the following qualifications,
limitations, and exceptions: (1) The enforceability and performance of the
Senior Guarantee and the Senior Subordinated Guarantee may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws and interpretations thereof, now or hereafter in effect, which affect the
rights and remedies of creditors generally; (b) rules of equity and other
matters within the discretion of a court affecting the enforcement of
obligations generally, including without limitation the availability of the
remedy of specific performance; (c) duties and standards imposed by statutory or
decisional law on creditors and parties to contracts generally, such as
obligations of good faith, fair dealing, and commercial reasonableness; (d) the
doctrine of equitable subordination, state fraudulent conveyance statutes,
Section 548 of the United State Bankruptcy Code, or similar laws relating to the
rights of creditors and parties to leases and contracts generally; and (e)
certain laws and judicial decisions not expressly excepted herein which may
limit or void the enforceability of certain rights or remedies provided for in
the Senior Guarantee and the Senior Subordinated Guarantee, which laws and
decisions, in our opinion, do not make the rights and remedies provided for in
the Senior Guarantee and the Senior Subordinated Guarantee, taken as a whole,
inadequate for the practical realization of the principal benefits thereof.
Based upon and subject to the foregoing, we are of the opinion that the
Senior Guarantee and the Senior Subordinated Guarantee have been duly authorized
by, and are the binding obligations of, each of the Rhode Island Subsidiaries.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Senior Notes, the Senior Subordinated Notes, the
Senior Guarantees and the Senior Subordinated Guarantee while the Registration
Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes,
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The Jean Coutu Group (PJC) Inc. ET AL.
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rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set forth
herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
(signed) Partridge, Snow & Hahn, LLP