OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
October 27, 2010
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Rite Aid Corporation and the Subsidiary Guarantors
Listed on Schedules I & II Hereto
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Rite Aid Corporation, a Delaware corporation (the "Company"), in connection with the public offering of $650,000,000 aggregate principal amount of the Company153s 8.00% Senior Secured Notes due 2020 (the "Exchange Notes"). The Indenture, dated as of August 16, 2010 (the "Indenture"), by and among the Company, the Subsidiary Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), provides for the guarantee of the Exchange Notes by certain subsidiaries of the Company (the "DE/NY Guarantors") incorporated or formed pursuant to the laws of the State of Delaware or New York, and listed on Schedule I hereto (guarantees by the DE/NY Guarantors are referred to herein as the "DE/NY Guarantees") and the guarantors listed on Schedule II hereto (the "Non-DE/NY Guarantors" and, together with the DE/NY Guarantors, the "Subsidiary Guarantors") to the extent set forth in the Indenture and the Amended and Restated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009 (the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Citicorp North America, Inc., as senior collateral agent (guarantees by the Non-DE/NY Guarantors are referred to herein as the "Non-DE/NY Guarantees" and, together with the DE/NY Guarantees, the "Subsidiary Guarantees"). The Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount of the issued and outstanding 8.00% Senior Secured Notes due 2020 of the Company (the "Original Notes") under the Indenture, as contemplated by the Exchange and Registration Rights Agreement, dated as of August 16, 2010 (the "Registration Rights Agreement"), by and among the Company, the Subsidiary Guarantors, and Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as the initial purchasers of the Original Notes.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement on Form S-4 relating to the Exchange Notes and the Subsidiary Guarantees filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of the Indenture;
(iv) an executed copy of the Guarantee Agreement;
(v) the Restated Certificate of Incorporation of the Company, as certified by the Secretary of State of Delaware, as amended to date;
(vi) the By-laws of the Company, as amended to date, as certified by Marc A. Strassler, the Secretary of the Company;
(vii) the certificate of incorporation and By-laws of each of the DE/NY Guarantors that are corporations;
(viii) the certificates of formation or partnership and the limited liability company agreements, operating agreements or partnership agreements, as applicable, of each of the DE/NY Guarantors that are limited liability companies or partnerships;
(ix) certain resolutions of the Board of Directors of the Company, adopted August 4, 2010, and certain resolutions of the Pricing Committee of the Board of Directors of the Company, adopted August 9, 2010, relating to the Exchange Offer, the issuance of the Original Notes and the Exchange Notes, the Indenture and related matters, as certified by Marc A. Strassler, Executive Vice President, General Counsel and Secretary of the Company;
(x) the action by written consent of the Board of Directors, Managers, or Partners of each of the DE/NY Subsidiaries, dated August 3, 2010, relating to the Exchange Offer, the Indenture, the Guarantee Agreement, the Subsidiary Guarantees and related matters, as certified by Marc A. Strassler, Authorized Officer for the DE/NY Guarantors;
(xi) the Form T-1 of the Trustee to be filed as an exhibit to the Registration Statement; and
(xii) the form of the Exchange Notes, included as an exhibit to the Indenture.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Company, the Subsidiary Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, 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 certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Company and the DE/NY Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, and except as to Subsidiary Guarantors with respect to the Subsidiary Guarantees, the validity and binding effect on such parties. We have also assumed that each of the Company and the Subsidiary Guarantors has been duly organized and is validly existing in good standing under the laws of their respective jurisdiction of organization and that each of the Subsidiary Guarantors, other than the DE/NY Guarantors, has complied with all aspects of applicable laws of jurisdictions other than the United States of America, the State of Delaware and the State of New York in connection with the transactions contemplated by the Indenture, the Guarantee Agreement, the Registration Rights Agreement, Exchange Notes and Subsidiary Guarantees to the extent a party thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others.
Our opinions set forth herein are limited to Delaware corporate law and the laws of the State of New York, which in our experience, are normally applicable to transactions of the type governed or contemplated by the Exchange Offer, the Indenture and the Exchange Notes (including applicable provisions of the New York constitution and reported judicial interpretations interpreting such laws) and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as "Opined on Law"). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined on law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Registration Statement, as finally amended, has become effective under the Act, the Indenture has been qualified under the Trust Indenture Act and the Exchange Notes (in the form filed as Exhibit 4.23 to the Registration Statement) have been duly executed and authenticated in accordance with the terms of the
Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes and the Subsidiary Guarantees will constitute valid and binding obligations of the Company and each of the Subsidiary Guarantors, respectively, enforceable against the Company and each of the Subsidiary Guarantors, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors153 rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
DE/NY SUBSIDIARY GUARANTORS
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Maxi Drug North, Inc.
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PJC Dorchester Realty LLC
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PJC Haverhill Realty LLC
PJC Hermitage Realty LLC
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PJC Lease Holdings, Inc.
PJC Manchester Realty LLC
PJC Mansfield Realty LLC
PJC New London Realty LLC
PJC Peterborough Realty LLC
PJC Providence Realty LLC
PJC Realty N.E. LLC
PJC Revere Realty LLC
PJC Special Realty Holdings, Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid Hdqtrs. Funding, Inc.
Rite Aid of Delaware, Inc.
Rite Aid Payroll Management, Inc.
Rite Aid Online Store, Inc.
Rite Aid Realty Corp.
Rite Aid Services, LLC
Rite Aid Transport, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Silver Springs Road-Baltimore, Maryland/One, LLC
Silver Springs Road-Baltimore, Maryland/Two, LLC
State & Fortification Streets-Jackson, Mississippi, LLC
State Street and Hill Road-Gerard, Ohio, LLC
The Jean Coutu Group (PJC) USA, Inc.
Thrift Drug Services, Inc.
Thrift Drug, Inc.
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K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Incorporated
K&B Tennessee Corporation
K&B Texas Corporation
Keystone Centers, Inc.
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Maxi Green, Inc.
Mayfield & Chillicothe Roads-Chesterland, LLC
MC Woonsocket, Inc.
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P.J.C. of West Warwick, Inc.
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Perry Distributors, Inc.
Perry Drug Stores, Inc.
PJC of Cranston, Inc.
PJC of East Providence, Inc.
PJC of Massachusetts, Inc.
PJC of Rhode Island, Inc.
PJC of Vermont, Inc.
PJC Realty MA, Inc.
RDS Detroit, Inc.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
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