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Exhibit 5.6
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Suite 900 Correspondence: Telephone: 902.420.3200 CHARLES S. REAGH
Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial: 902.420.3335
1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173
Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com
Canada B3J 3N2
File Reference: NS25324-2
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November 24, 2004
The Jean Coutu Group (PJC) Inc.
530 Beriault Street
Longueuil, Quebec, Canada J4G 1S8
Dear Sirs/Mesdames:
Re: The Jean Coutu Group (PJC) Inc.
Exchange offer for US$350,000,000 7 5/8 % Senior Notes due 2012
("Senior Notes") and US$850,000,000 8 1/2 % Senior Subordinated
Notes due 2014 ("Senior Subordinated Notes")
We have acted as local Nova Scotia counsel to 3090671 Nova Scotia Company and
3090672 Nova Scotia Company (together, the "Canadian Guarantors") in
connection with the offer by The Jean Coutu Group (PJC) Inc. (the "Issuer")
to exchange up to an aggregate principal amount of US$350,000,000 7 5/8 %
Senior Notes due 2012 and US$850,000,000 8 1/2 % Senior Subordinated Notes
due 2014 (collectively, the "Exchange Notes") as described in the
registration filed with the United States Securities and Exchange Commission
on November 24, 2004 (the "Registration Statement"). The obligations of the
Issuer under the Senior Notes are guaranteed by, among others, the Canadian
Guarantors pursuant to the terms of an indenture relating to the Senior Notes
dated as of July 30, 2004 between the Issuer and The Bank of New York, as
trustee, and the Canadian Guarantors, among others, and the obligations of
the Issuer under the Senior Subordinated Notes are guaranteed by, among
others, the Canadian Guarantors pursuant to an indenture relating to the
Senior Subordinated Notes dated as of July 30, 2004 among the Issuer, Wells
Fargo Bank, N.A., as trustee, and the Canadian Guarantors, among others
(collectively, the "Canadian Guarantees").
As local Nova Scotia counsel to the Canadian Guarantors, we have reviewed
executed copies of:
1. the Canadian Guarantees;
2. a certificate of status for each of the Canadian Guarantors issued on
behalf of the Registrar of Joint Stock Companies for the Province of Nova
Scotia and dated November 23, 2004;
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NOVEMBER 24, 2004
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3. the memorandum of association and articles of association of each of the
Canadian Guarantors;
4. resolutions of the directors of each of the Canadian Guarantors dated
July 27, 2004 authorizing the execution, delivery and performance of the
Canadian Guarantees; and
5. a certificate of an officer of each of the Canadian Guarantors dated the
date hereof (the "Officer's Certificates"), copies of which we understand
have been delivered to you. We have relied upon the accuracy of the
factual matters contained therein, which factual matters have not been
independently investigated or verified by us.
We have also considered such questions of law and we have examined public and
corporate records, certificates, instruments, agreements and other documents as
we have deemed necessary or useful in expressing the opinions hereinafter set
forth.
For the purposes of the opinions expressed herein, we have assumed (without
independent investigation or verification):
(a) the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to
us as photostatic, certified, notarily certified, facsimile or
conformed copies, or copies otherwise reproduced by electronic
means, the genuineness and authenticity of all signatures on all
documents submitted to us, the completeness and accuracy of all
documents submitted to or obtained by us, and the legal capacity of
all natural persons;
(b) that the minute books of each of the Canadian Guarantors in our
possession are accurate and complete in all respects; and
(c) the completeness and accuracy of all statements of fact set forth in
the Officer's Certificates.
The opinions set out below are limited to the laws currently in force in the
Province of Nova Scotia.
Based on and relying upon and subject to the foregoing, we are of the opinion
that:
1. Each of the Canadian Guarantors is an unlimited company duly incorporated
and existing under the laws of the Province of Nova Scotia.
2. The execution and delivery of the Canadian Guarantees by each of the
Canadian Guarantors, and the performance of its respective obligations
thereunder, do not contravene (i) any provision of applicable corporate
laws of the Province of Nova Scotia, or (ii) the memorandum of
association or articles of association of either of the Canadian
Guarantors.
We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission (the "Commission") as an exhibit to the
Registration Statement in accordance with the
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NOVEMBER 24, 2004
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requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act"), and to the use of our firm 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 Act or the rules and regulations of the
Commission.
Yours truly,
(signed) STEWART MCKELVEY STIRLING SCALES