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Exhibit 5.5
PAUL FRANK + COLLINS P.C. LOGO
November 24, 2004
The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec J4G 1S8
CANADA
Re: REGISTRATION STATEMENT ON FORM S-4
VERMONT GUARANTORS: MAXI GREEN INC. AND PJC OF VERMONT INC.
Dear Ladies and Gentlemen:
This opinion is furnished to you 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 Quebec company (the "Company") with the Securities and
Exchange Commission (the "Commission") relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
issuance of up to $350,000,000 original principal amount 7?% Senior Notes Due
2012 (the "Exchange Senior Notes") and the Company's issuance of up to
$850,000,000 original principal amount 8 1/2% Senior Subordinated Notes due 2014
(the "Exchange Subordinated Notes" and, together with the Exchange Senior Notes,
the "Exchange Securities"), and the guarantees of the obligations represented by
the Exchange Securities (each a "Guarantee," collectively, the "Guarantees,"
and, together with the Exchange Securities, the "Securities") by the
subsidiaries of the Company set forth on SCHEDULE A hereto (such entities,
collectively, the "Guarantors").
The Exchange Senior Notes are to be issued pursuant to an Indenture, dated as of
July 30, 2004, among the Company, the Guarantors, and The Bank of New York, as
trustee (the "Senior Notes Indenture"). The Exchange Subordinated Notes are to
be issued pursuant to an Indenture, dated as of July 30, 2004, among the
Company, the Guarantors, and Wells Fargo Bank, N.A., as trustee (the
"Subordinated Notes Indenture" and, together with the "Senior Notes Indenture,"
the "Indentures"). The Securities are to be issued in an exchange offer detailed
in the terms of the Registration Rights Agreement, dated as of July 30, 2004
(the "Registration Rights Agreement"), among the Company, the Guarantors, and
the Initial Purchasers (as defined therein), which shall be filed as an exhibit
to the Registration Statement.
Solely for the purpose of furnishing this opinion, we are acting as special
counsel for the Guarantors set forth on SCHEDULE B hereto (the "Vermont
Guarantors") in connection with the issuance by the Company and the Guarantors
of the Securities. We have examined draft copies of the Registration Statement.
We have also examined and relied upon the Registration Rights Agreement, the
Indentures, the resolutions adopted on November 23, 2004 by the boards of
directors of each of the Vermont Guarantors (the "Resolutions"), as provided to
us by the Vermont Guarantors, the certificates of incorporation and bylaws of
each of the Vermont Guarantors, 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.
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The Jean Coutu Group (PJC) Inc.
November 24, 2004
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In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents. We have also assumed that
the Resolutions have not been amended or revoked. We have also assumed the valid
authorization, execution, and delivery of each of the agreements referred to
herein by each party other than the Vermont Guarantors, and we have assumed that
each of such other parties has been duly organized and is validly existing and
in good standing under its jurisdiction of organization, with the corporate or
other organizational power to perform its obligations thereunder and that each
such agreement is a valid and binding obligation of each such other party
thereto. We have further assumed that, as to any instrument, agreement, or
document delivered, or obligations incurred, by the Vermont Guarantors
(including each Vermont Guarantee (defined below)), each of the Vermont
Guarantors has received adequate and agreed to consideration therefor. We
express no opinion herein with respect to matters governed by any laws other
than the state laws of the State of Vermont. We express no opinion as to any
federal or state securities or blue sky laws, including without limitation, the
securities laws of the State of Vermont. We note that the Guarantees, by the
terms of the Indentures, are expressly stated to be governed by New York law.
For the purposes of the opinion contained in paragraph 3 below, we assume each
Guarantee executed and delivered by a Vermont Guarantor (each a "Vermont
Guarantee") will constitute a valid and legally binding obligation of such
Vermont Guarantor enforceable against such Vermont Guarantor in accordance with
its terms under New York law, subject to the considerations enumerated below.
Our opinion is further subject to the following exceptions, qualifications, and
assumptions. The enforceability of any of the obligations of the Vermont
Guarantors under the Vermont Guarantees, Indentures, and related documents may
be limited by or subject to bankruptcy, insolvency, reorganization, moratorium,
marshaling, or other laws and rules of law affecting the enforcement generally
of creditors' rights and remedies (including such as may deny giving effect to
waivers of debtors' or guarantors' rights). We express no opinion as to:
(i) the status under any fraudulent conveyance laws, including Section 548 of
the U.S. bankruptcy code, of any of the obligations of the Vermont
Guarantors under the Vermont Guarantees, the Indentures, and related
documents,
(ii) the enforceability of any particular provision of any of the Vermont
Guarantees, Indentures, and related documents relating to remedies after
default or as to the availability of any specific or equitable relief of
any kind (and we point out that the enforcement of any of the Securities
holders' rights may in all cases be subject to an implied duty of good
faith and fair dealing and to general principles of equity, regardless of
whether such enforceability is considered in a proceeding at law or in
equity, and, as to any of the Securities holders' rights to collateral
security, will be subject to a duty to act in a commercially reasonable
manner), and
(iii) the enforceability of any particular provision of the Vermont Guarantees,
the Indentures, and the related documents relating to (A) waivers of
defenses, rights to trial by jury, rights to object to jurisdiction or
venue, or other rights or benefits bestowed by operation of law, (B)
waivers of provisions that are not capable of waiver under Sections
1-102(3) and 9-602 of the
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The Jean Coutu Group (PJC) Inc.
November 24, 2004
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Uniform Commercial Code in effect in the State of Vermont as of the date
of this opinion letter, (C) the grant of powers of attorney, (D)
exculpation clauses, indemnity clauses, contribution clauses, and clauses
relating to releases or waivers of unmatured claims or rights, or (E) the
collection of interest on overdue interest or providing for a penalty
rate of interest or late charges on overdue or defaulted obligations.
On the basis of the foregoing and having regard to legal considerations that we
deem relevant, we are of the following opinion:
1. Each Vermont Guarantor is a validly existing Vermont corporation.
2. Each Vermont Guarantor has duly authorized the execution and delivery of
its Vermont Guarantees.
3. When (a) the Exchange Securities have been duly executed, authenticated,
issued, and delivered in accordance with the provisions of the Indentures
and the Registration Rights Agreement, and (b) when a Vermont Guarantor
has duly executed and delivered each of its duly authenticated Vermont
Guarantees, each such Vermont Guarantee shall constitute a binding
obligation of such Vermont Guarantor.
It is understood that this opinion is to be used only in connection with the
offer and exchange of the Securities 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, 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 that 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) PAUL FRANK + COLLINS P.C.
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The Jean Coutu Group (PJC) Inc.
November 24, 2004
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SCHEDULE A
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3090671 NOVA SCOTIA COMPANY
3090672 NOVA SCOTIA COMPANY
BROOKS PHARMACY, INC.
JCG HOLDINGS (USA), INC.
JEAN COUTU ACQUISITION ONE, INC.
JEAN COUTU ACQUISITION THREE, INC.
JEAN COUTU ACQUISITION TWO, INC.
JEAN COUTU GROUP HOLDINGS (USA), LLC
MAXI DRUG NORTH, INC.
MAXI DRUG SOUTH, L.P.
MAXI DRUG, INC.
MAXI GREEN INC.
MC WOONSOCKET, INC.
P.J.C. DISTRIBUTION, INC.
P.J.C. REALTY CO., INC.
PATERSON'S PHARMACIES LTD.
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 CRANSTON, INC.
PJC OF EAST PROVIDENCE, INC.
PJC OF MASSACHUSETTS, INC.
PJC OF RHODE ISLAND, INC.
PJC OF VERMONT INC.
PJC OF WEST WARWICK, 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.
RX INFORMATION CENTRE LTD.
SERVICES SECURIVOL INC.
THE JEAN COUTU GROUP (PJC) USA, INC.
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The Jean Coutu Group (PJC) Inc.
November 24, 2004
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SCHEDULE B
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MAXI GREEN INC.
PJC OF VERMONT INC.