{"id":43842,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/opinion-letter-outside-counsel-s-4-registered-securities9.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"opinion-letter-outside-counsel-s-4-registered-securities9","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/opinion-letter-outside-counsel-s-4-registered-securities9.html","title":{"rendered":"Opinion Letter – Outside Counsel – S-4 Registered Securities – Rite Aid Corp."},"content":{"rendered":"

OPINION OF SKADDEN, ARPS, SLATE, MEAGHER &
\nFLOM<\/strong><\/p>\n\n\n\n
<\/td>\n\n

October 27, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Rite Aid Corporation
\n30 Hunter Lane
\nCamp Hill, Pennsylvania 17011<\/p>\n\n\n\n\n\n
\n

Re:<\/p>\n<\/td>\n

\n

Rite Aid Corporation and the Subsidiary Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Listed on Schedules I & II Hereto<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Registration Statement on Form S-4<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

We have acted as special counsel to Rite Aid Corporation, a Delaware
\ncorporation (the “Company”), in connection with the public offering of
\n$650,000,000 aggregate principal amount of the Company153s 8.00% Senior Secured
\nNotes due 2020 (the “Exchange Notes”). The Indenture, dated as of August 16,
\n2010 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as
\ndefined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee
\n(the “Trustee”), provides for the guarantee of the Exchange Notes by certain
\nsubsidiaries of the Company (the “DE\/NY Guarantors”) incorporated or formed
\npursuant to the laws of the State of Delaware or New York, and listed on
\nSchedule I hereto (guarantees by the DE\/NY Guarantors are referred to herein as
\nthe “DE\/NY Guarantees”) and the guarantors listed on Schedule II hereto (the
\n“Non-DE\/NY Guarantors” and, together with the DE\/NY Guarantors, the “Subsidiary
\nGuarantors”) to the extent set forth in the Indenture and the Amended and
\nRestated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009 (the
\n“Guarantee Agreement”), by and among the Subsidiary Guarantors and Citicorp
\nNorth America, Inc., as senior collateral agent (guarantees by the Non-DE\/NY
\nGuarantors are referred to herein as the “Non-DE\/NY Guarantees” and, together
\nwith the DE\/NY Guarantees, the “Subsidiary Guarantees”). The Exchange Notes are
\nto be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange
\nfor a like principal amount of the issued and outstanding 8.00% Senior Secured
\nNotes due 2020 of the Company (the “Original Notes”) under the Indenture, as
\ncontemplated by the Exchange and Registration Rights Agreement, dated as of
\nAugust 16, 2010 (the “Registration Rights Agreement”), by and among the Company,
\nthe Subsidiary Guarantors, and Citigroup Global Markets Inc., Wells Fargo
\nSecurities, LLC, Banc of America Securities LLC and Credit Suisse Securities
\n(USA) LLC, as the initial purchasers of the Original Notes.<\/p>\n

\n

<\/p>\n

This opinion is being furnished in accordance with the requirements of Item
\n601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
\n“Act”).<\/p>\n

In connection with this opinion, we have examined originals or copies,
\ncertified or otherwise identified to our satisfaction, of:<\/p>\n

(i) the Registration Statement on Form S-4 relating to the Exchange Notes and
\nthe Subsidiary Guarantees filed by the Company with the Securities and Exchange
\nCommission (the “Commission”) on the date hereof (the “Registration Statement”);\n<\/p>\n

(ii) an executed copy of the Registration Rights Agreement;<\/p>\n

(iii) an executed copy of the Indenture;<\/p>\n

(iv) an executed copy of the Guarantee Agreement;<\/p>\n

(v) the Restated Certificate of Incorporation of the Company, as certified by
\nthe Secretary of State of Delaware, as amended to date;<\/p>\n

(vi) the By-laws of the Company, as amended to date, as certified by Marc A.
\nStrassler, the Secretary of the Company;<\/p>\n

(vii) the certificate of incorporation and By-laws of each of the DE\/NY
\nGuarantors that are corporations;<\/p>\n

(viii) the certificates of formation or partnership and the limited liability
\ncompany agreements, operating agreements or partnership agreements, as
\napplicable, of each of the DE\/NY Guarantors that are limited liability companies
\nor partnerships;<\/p>\n

(ix) certain resolutions of the Board of Directors of the Company, adopted
\nAugust 4, 2010, and certain resolutions of the Pricing Committee of the Board of
\nDirectors of the Company, adopted August 9, 2010, relating to the Exchange
\nOffer, the issuance of the Original Notes and the Exchange Notes, the Indenture
\nand related matters, as certified by Marc A. Strassler, Executive Vice
\nPresident, General Counsel and Secretary of the Company;<\/p>\n

(x) the action by written consent of the Board of Directors, Managers, or
\nPartners of each of the DE\/NY Subsidiaries, dated August 3, 2010, relating to
\nthe Exchange Offer, the Indenture, the Guarantee Agreement, the Subsidiary
\nGuarantees and related matters, as certified by Marc A. Strassler, Authorized
\nOfficer for the DE\/NY Guarantors;<\/p>\n

(xi) the Form T-1 of the Trustee to be filed as an exhibit to the
\nRegistration Statement; and<\/p>\n

2<\/p>\n

\n

<\/p>\n

(xii) the form of the Exchange Notes, included as an exhibit to the
\nIndenture.<\/p>\n

We have also examined originals or copies, certified or otherwise identified
\nto our satisfaction, of such records of the Company and the Subsidiary
\nGuarantors and such agreements, certificates of public officials, certificates
\nof officers or other representatives of the Company, the Subsidiary Guarantors
\nand others, and such other documents, certificates and records as we have deemed
\nnecessary or appropriate as a basis for the opinions set forth herein.<\/p>\n

In our examination, we have assumed the legal capacity of all natural
\npersons, the genuineness of all signatures, the authenticity of all documents
\nsubmitted to us as originals, the conformity to original documents of all
\ndocuments submitted to us as certified, conformed or photostatic copies and the
\nauthenticity of the originals of such latter documents. In making our
\nexamination of executed documents or documents to be executed, we have assumed
\nthat the parties thereto, other than the Company and the DE\/NY Guarantors, had
\nor will have the power, corporate or other, to enter into and perform all
\nobligations thereunder and have also assumed the due authorization by all
\nrequisite action, corporate or other, and execution and delivery by such parties
\nof such documents, and except as to Subsidiary Guarantors with respect to the
\nSubsidiary Guarantees, the validity and binding effect on such parties. We have
\nalso assumed that each of the Company and the Subsidiary Guarantors has been
\nduly organized and is validly existing in good standing under the laws of their
\nrespective jurisdiction of organization and that each of the Subsidiary
\nGuarantors, other than the DE\/NY Guarantors, has complied with all aspects of
\napplicable laws of jurisdictions other than the United States of America, the
\nState of Delaware and the State of New York in connection with the transactions
\ncontemplated by the Indenture, the Guarantee Agreement, the Registration Rights
\nAgreement, Exchange Notes and Subsidiary Guarantees to the extent a party
\nthereto. As to any facts material to the opinions expressed herein which we have
\nnot independently established or verified, we have relied upon statements and
\nrepresentations of officers and other representatives of the Company, the
\nSubsidiary Guarantors and others.<\/p>\n

Our opinions set forth herein are limited to Delaware corporate law and the
\nlaws of the State of New York, which in our experience, are normally applicable
\nto transactions of the type governed or contemplated by the Exchange Offer, the
\nIndenture and the Exchange Notes (including applicable provisions of the New
\nYork constitution and reported judicial interpretations interpreting such laws)
\nand to the extent that judicial or regulatory orders or decrees or consents,
\napprovals, licenses, authorizations, validations, filings, recordings or
\nregistrations with governmental authorities are relevant, to those required
\nunder such laws (all of the foregoing being referred to as “Opined on Law”). We
\ndo not express any opinion with respect to the law of any jurisdiction other
\nthan Opined on Law or as to the effect of any such non-opined on law on the
\nopinions herein stated.<\/p>\n

Based upon and subject to the foregoing and the limitations, qualifications,
\nexceptions and assumptions set forth herein, we are of the opinion that when the
\nRegistration Statement, as finally amended, has become effective under the Act,
\nthe Indenture has been qualified under the Trust Indenture Act and the Exchange
\nNotes (in the form filed as Exhibit 4.23 to the Registration Statement) have
\nbeen duly executed and authenticated in accordance with the terms of the<\/p>\n

3<\/p>\n

\n

<\/p>\n

Indenture and have been delivered upon consummation of the Exchange Offer
\nagainst receipt of Original Notes surrendered in exchange therefor in accordance
\nwith the terms of the Indenture, the Registration Rights Agreement and the
\nExchange Offer, the Exchange Notes and the Subsidiary Guarantees will constitute
\nvalid and binding obligations of the Company and each of the Subsidiary
\nGuarantors, respectively, enforceable against the Company and each of the
\nSubsidiary Guarantors, respectively, in accordance with their terms, except to
\nthe extent that enforcement thereof may be limited by (1) bankruptcy,
\ninsolvency, reorganization, moratorium, fraudulent conveyance or other similar
\nlaws now or hereafter in effect relating to creditors153 rights generally and (2)
\ngeneral principles of equity (regardless of whether enforceability is considered
\nin a proceeding at law or in equity).<\/p>\n

We hereby consent to the filing of this opinion with the Commission as an
\nexhibit to the Registration Statement. We also consent to the reference to our
\nfirm under the caption “Legal Matters” in the Registration Statement. In giving
\nthis consent, we do not thereby admit that we are included in the category of
\npersons whose consent is required under Section 7 of the Act or the rules and
\nregulations of the Commission.<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

<\/p>\n

SCHEDULE I
\nDE\/NY SUBSIDIARY GUARANTORS<\/strong><\/p>\n

New York<\/u><\/p>\n

Rite Aid of New York, Inc.<\/p>\n

Rite Aid Rome Distribution Center, Inc.<\/p>\n

Delaware<\/u><\/p>\n

1515 West State Street Boise, Idaho, LLC<\/p>\n

Ann & Government Streets- Mobile, Alabama, LLC<\/p>\n

Brooks Pharmacy, Inc.<\/p>\n

Central Avenue & Main Street-Petal, MS, LLC<\/p>\n

Eagle Managed Care Corp.<\/p>\n

Eckerd Corporation<\/p>\n

EDC Licensing, Inc.<\/p>\n

Eighth and Water Streets-Urichsville, Ohio, LLC<\/p>\n

Genovese Drug Stores, Inc.<\/p>\n

JCG (PJC) USA, LLC<\/p>\n

JCG Holdings (USA), Inc.<\/p>\n

K&B, Incorporated<\/p>\n

Maxi Drug North, Inc.<\/p>\n

Maxi Drug South, L.P.<\/p>\n

Maxi Drug, Inc.<\/p>\n

Munson & Andrews, LLC<\/p>\n

Name Rite, L.L.C.<\/p>\n

P.J.C. Distribution, Inc.<\/p>\n

P.J.C. Realty Co., Inc.<\/p>\n

Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC<\/p>\n

PJC Dorchester Realty LLC<\/p>\n

PJC East Lyme Realty LLC<\/p>\n

PJC Haverhill Realty LLC<\/p>\n

PJC Hermitage Realty LLC<\/p>\n

PJC Hyde Park Realty LLC<\/p>\n

PJC Lease Holdings, Inc.<\/p>\n

PJC Manchester Realty LLC<\/p>\n

PJC Mansfield Realty LLC<\/p>\n

PJC New London Realty LLC<\/p>\n

PJC Peterborough Realty LLC<\/p>\n

PJC Providence Realty LLC<\/p>\n

PJC Realty N.E. LLC<\/p>\n

PJC Revere Realty LLC<\/p>\n

SI-1<\/p>\n

\n

<\/p>\n

PJC Special Realty Holdings, Inc.<\/p>\n

Rite Aid Drug Palace, Inc.<\/p>\n

Rite Aid Hdqtrs. Corp.<\/p>\n

Rite Aid Hdqtrs. Funding, Inc.<\/p>\n

Rite Aid of Delaware, Inc.<\/p>\n

Rite Aid Payroll Management, Inc.<\/p>\n

Rite Aid Online Store, Inc.<\/p>\n

Rite Aid Realty Corp.<\/p>\n

Rite Aid Services, LLC<\/p>\n

Rite Aid Transport, Inc.<\/p>\n

Rite Fund, Inc.<\/p>\n

Rite Investments Corp.<\/p>\n

Rx Choice, Inc.<\/p>\n

Silver Springs Road-Baltimore, Maryland\/One, LLC<\/p>\n

Silver Springs Road-Baltimore, Maryland\/Two, LLC<\/p>\n

State & Fortification Streets-Jackson, Mississippi, LLC<\/p>\n

State Street and Hill Road-Gerard, Ohio, LLC<\/p>\n

The Jean Coutu Group (PJC) USA, Inc.<\/p>\n

Thrift Drug Services, Inc.<\/p>\n

Thrift Drug, Inc.<\/p>\n

Tyler and Sanders Roads, Birmingham-Alabama, LLC<\/p>\n

SI-2<\/p>\n

\n

<\/p>\n

SCHEDULE II
\nNON-DE\/NY
\nSUBSIDIARY GUARANTORS<\/strong><\/p>\n

112 Burleigh Avenue Norfolk, LLC<\/p>\n

1740 Associates, LLC<\/p>\n

3581 Carter Hill Road-Montgomery Corp.<\/p>\n

4042 Warrensville Center Road-Warrensville Ohio, Inc.<\/p>\n

5277 Associates, Inc.<\/p>\n

537 Elm Street Corp.<\/p>\n

5600 Superior Properties, Inc.<\/p>\n

657-659 Broad St. Corp.<\/p>\n

764 South Broadway-Geneva, Ohio, LLC<\/p>\n

Apex Drug Stores, Inc.<\/p>\n

Broadview and Wallings-Broadview Heights Ohio, Inc.<\/p>\n

Eckerd Fleet, Inc.<\/p>\n

EDC Drug Stores, Inc.<\/p>\n

England Street-Asheland Corporation<\/p>\n

Fairground, L.L.C.<\/p>\n

GDF, Inc.<\/p>\n

Gettysburg and Hoover-Dayton, Ohio, LLC<\/p>\n

Harco, Inc.<\/p>\n

K&B Alabama Corporation<\/p>\n

K&B Louisiana Corporation<\/p>\n

K&B Mississippi Corporation<\/p>\n

K&B Services, Incorporated<\/p>\n

K&B Tennessee Corporation<\/p>\n

K&B Texas Corporation<\/p>\n

Keystone Centers, Inc.<\/p>\n

Lakehurst and Broadway Corporation<\/p>\n

Maxi Green, Inc.<\/p>\n

Mayfield & Chillicothe Roads-Chesterland, LLC<\/p>\n

MC Woonsocket, Inc.<\/p>\n

Northline & Dix-Toledo-Southgate, LLC<\/p>\n

P.J.C. of West Warwick, Inc.<\/p>\n

Patton Drive and Navy Boulevard Property Corporation<\/p>\n

PDS-1 Michigan, Inc.<\/p>\n

Perry Distributors, Inc.<\/p>\n

Perry Drug Stores, Inc.<\/p>\n

PJC of Cranston, Inc.<\/p>\n

PJC of East Providence, Inc.<\/p>\n

PJC of Massachusetts, Inc.<\/p>\n

PJC of Rhode Island, Inc.<\/p>\n

PJC of Vermont, Inc.<\/p>\n

PJC Realty MA, Inc.<\/p>\n

Ram-Utica, Inc.<\/p>\n

Schedule II-1<\/p>\n

\n

<\/p>\n

RDS Detroit, Inc.<\/p>\n

READ153s Inc.<\/p>\n

Rite Aid of Alabama, Inc.<\/p>\n

Rite Aid of Connecticut, Inc.<\/p>\n

Rite Aid of Florida, Inc.<\/p>\n

Rite Aid of Georgia, Inc.<\/p>\n

Rite Aid of Illinois, Inc.<\/p>\n

Rite Aid of Indiana, Inc.<\/p>\n

Rite Aid of Kentucky, Inc.<\/p>\n

Rite Aid of Maine, Inc.<\/p>\n

Rite Aid of Maryland, Inc.<\/p>\n

Rite Aid of Massachusetts, Inc.<\/p>\n

Rite Aid of Michigan, Inc.<\/p>\n

Rite Aid of New Hampshire, Inc.<\/p>\n

Rite Aid of New Jersey, Inc.<\/p>\n

Rite Aid of North Carolina, Inc.<\/p>\n

Rite Aid of Ohio, Inc.<\/p>\n

Rite Aid of Pennsylvania, Inc.<\/p>\n

Rite Aid of South Carolina, Inc.<\/p>\n

Rite Aid of Tennessee, Inc.<\/p>\n

Rite Aid of Vermont, Inc.<\/p>\n

Rite Aid of Virginia, Inc.<\/p>\n

Rite Aid of Washington, D.C., Inc.<\/p>\n

Rite Aid of West Virginia, Inc.<\/p>\n

Seven Mile and Evergreen-Detroit, LLC<\/p>\n

The Lane Drug Company<\/p>\n

Thrifty Corporation<\/p>\n

Thrifty PayLess, Inc.<\/p>\n

Schedule II-2<\/p>\n

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