EX-5.1 2 d842724dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

LOS ANGELES

TAIWAN

BOSTON

HOUSTON

AUSTIN

HANOI

HO CHI MINH CITY

 

LOGO

 

FIRM and AFFILIATE OFFICES

 

 

www.duanemorris.com

  

SHANGHAI

ATLANTA

BALTIMORE

WILMINGTON

MIAMI

BOCA RATON

PITTSBURGH

NEWARK

LAS VEGAS

CHERRY HILL

LAKE TAHOE

MYANMAR

OMAN

A GCC REPRESENTATIVE OFFICE

OF DUANE MORRIS

 

ALLIANCES IN MEXICO

AND SRI LANKA

December 20, 2019

StoneMor Partners L.P.

Cornerstone Family Services of West Virginia Subsidiary, Inc.

3600 Horizon Boulevard

Trevose, Pennsylvania 19053

 

  Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel for StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“CFS West Virginia” and together with the Partnership, the “Issuers”), each of the guarantors listed on Annex A hereto (the “Covered Guarantors”) and each of the guarantors listed on Annex B hereto (the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”), with respect to the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission in connection with (i) the issuance by the Issuers of up to $392,768,073 aggregate principal amount of their 9.875%/11.500% Senior Secured Notes PIK Toggle due 2024 (the “New Notes”) registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for up to $392,768,073 aggregate principal amount of the Issuers’ outstanding 9.875%/11.500% Senior Secured Notes PIK Toggle due 2024 (the “Old Notes” and, together with the New Notes, the “Notes”) and (ii) the Guarantors’ unconditional guarantee of the payment of the New Notes (the “Guarantees”) also being registered pursuant to the Registration Statement under the Securities Act.

The Old Notes were issued and the New Notes will be issued pursuant to an Indenture dated as of June 27, 2019 (as amended from time to time, the “Indenture”), among the Issuers, the Guarantors, the initial purchasers party thereto, and Wilmington Trust, National Association, as trustee and collateral agent. The Indenture provides that it, the Guarantees and the Notes are to be governed by, and construed in accordance with, the laws of the State of New York.

 

DUANE MORRIS LLP

    
30 SOUTH 17TH STREET PHILADELPHIA, PA 19103-4196   PHONE: +1 215 979 1000 FAX: +1 215 979 1020


StoneMor Partners L.P.

Cornerstone Family Services of West Virginia Subsidiary, Inc.

Page 2

December 20, 2019

 

In rendering the opinions set forth below, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of the opinions expressed below, including originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Indenture, the Notes and such other certificates, laws, statutes, documents and other instruments as we considered appropriate for purposes of the opinions expressed below. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, also relied upon certificates of officers and representatives of the Issuers, the Guarantors and public officials as we have deemed necessary as a basis for such opinions. In connection with rendering the opinions set forth below, we have assumed that: (i) all signatures contained in all documents examined by us are genuine, (ii) all information contained in all documents reviewed by us is true and correct, (iii) the legal capacity of natural persons, (iv) all documents submitted to us as copies conform to the originals of those documents, (v) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and (vi) the New Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

To the extent that the obligations of the Issuers or the Guarantors under or in respect of the Notes, the Guarantees or the Indenture, as applicable, may be dependent upon such matters, we have assumed for purposes of this opinion that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture has been duly authorized, executed and delivered by each of the parties thereto (other than the Issuers and the Guarantors); (iv) the Indenture constitutes a legal, valid and binding obligation of each of the parties thereto (other than the Issuers and the Guarantors), enforceable against such parties in accordance with its terms; (v) the Trustee is in compliance generally, and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; (vi) the status of the Indenture and the New Notes as legally valid and binding obligations of the parties is not affected by any (A) breaches of, or defaults under, agreements or instruments, (B) violations of statutes, rules, regulations or court or governmental orders, or (C) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities; and (vii) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Based upon and subject to the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that when the New Notes have been duly executed, issued and authenticated in accordance with the Indenture and delivered as contemplated in the Registration Statement, (i) such New Notes will be legally issued and will constitute valid and legally binding obligations of each of the Issuers, enforceable against each of the Issuers in accordance with their terms, and (ii) the Guarantees will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject, in each case, to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the


StoneMor Partners L.P.

Cornerstone Family Services of West Virginia Subsidiary, Inc.

Page 3

December 20, 2019

 

rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) our expressing no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in the Indenture where the same is contrary to law or public policy, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, or (e) the severability, if invalid, of provisions to the foregoing effect.

The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the States of California, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, New York, Ohio, Pennsylvania and Virginia (including all applicable statutory provisions and reported judicial decisions interpreting those laws), and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. Although the firm does not maintain an office in the States of Ohio or Connecticut or the Commonwealth of Virginia, various attorneys with the firm are admitted to the practice of law in those jurisdictions.

We are not admitted or qualified to practice law in the jurisdictions listed opposite each Other Guarantor’s name on Annex B attached hereto or in West Virginia, the jurisdiction of formation of CFS West Virginia (together, the “Other Jurisdictions”). Therefore, in rendering our opinions expressed herein, we have relied solely and without independent investigation upon the opinions of counsel to the Other Guarantors and CFS West Virginia, as applicable, copies of which have been filed as Exhibits 5.2 through 5.21 to the Registration Statement, with respect to matters governed by the laws of the Other Jurisdictions. With respect to laws of the Other Jurisdictions, the opinions expressed herein are subject to the same qualifications, assumptions and limitations as set forth in such special counsels’ opinions.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.


StoneMor Partners L.P.

Cornerstone Family Services of West Virginia Subsidiary, Inc.

Page 4

December 20, 2019

 

Very truly yours,

/s/ Duane Morris LLP

 

DM3\6245575.4


Annex A

Covered Guarantors

 

Guarantor    Jurisdiction of Organization

StoneMor California, Inc.

  

California

StoneMor California Subsidiary, Inc.

  

California

Sierra View Memorial Park

  

California

Willowbrook Management Corp.

  

Connecticut

Cemetery Management Services, L.L.C.

  

Delaware

Cornerstone Trust Management Services LLC

  

Delaware

Cemetery Management Services of Ohio, L.L.C.

  

Delaware

Plymouth Warehouse Facilities LLC

  

Delaware

Cornerstone Family Insurance Services, Inc.

  

Delaware

Cornerstone Funeral and Cremation Services LLC

  

Delaware

Glen Haven Memorial Park LLC

  

Delaware

Henlopen Memorial Park LLC

  

Delaware

Henlopen Memorial Park Subsidiary LLC

  

Delaware

Lorraine Park Cemetery LLC

  

Delaware

Osiris Holding Finance Company

  

Delaware

Osiris Holding of Maryland LLC

  

Delaware

Perpetual Gardens.Com, Inc.

  

Delaware

StoneMor Operating LLC

  

Delaware

WNCI LLC

  

Delaware

StoneMor Florida Subsidiary LLC

  

Florida

StoneMor Florida LLC

  

Florida

Lakewood Memory Gardens South LLC

  

Georgia

Lakewood Memory Gardens South Subsidiary, Inc.

  

Georgia

StoneMor Georgia LLC

  

Georgia

StoneMor Georgia Subsidiary, Inc.

  

Georgia

StoneMor Illinois LLC

  

Illinois

StoneMor Illinois Subsidiary LLC

  

Illinois

Bronswood Cemetery, Inc.

  

Illinois

Cedar Hill Funeral Home, Inc.

  

Maryland

Columbia Memorial Park LLC

  

Maryland

Columbia Memorial Park Subsidiary, Inc.

  

Maryland

Glen Haven Memorial Park Subsidiary, Inc.

  

Maryland

Lorraine Park Cemetery Subsidiary, Inc.

  

Maryland

Modern Park Development LLC

  

Maryland

Modern Park Development Subsidiary, Inc.

  

Maryland

Osiris Holding of Maryland Subsidiary, Inc.

  

Maryland

Springhill Memory Gardens LLC

  

Maryland

Springhill Memory Gardens Subsidiary, Inc.

  

Maryland

Sunset Memorial Park LLC

  

Maryland

Sunset Memorial Park Subsidiary, Inc.

  

Maryland

Wicomico Memorial Parks LLC

  

Maryland

Wicomico Memorial Parks Subsidiary, Inc.

  

Maryland

W N C Subsidiary, Inc.

  

Maryland

Arlington Development Company

  

New Jersey

Cornerstone Family Services of New Jersey, Inc.

  

New Jersey

Legacy Estates, Inc.

  

New Jersey

Osiris Management, Inc.

  

New Jersey

Osiris Telemarketing Corp.

  

New York

StoneMor Ohio LLC

  

Ohio

StoneMor Ohio Subsidiary, Inc.

  

Ohio

CMS West LLC

  

Pennsylvania

 

A-1


CMS West Subsidiary LLC

  

Pennsylvania

Eloise B. Kyper Funeral Home, Inc.

  

Pennsylvania

StoneMor Pennsylvania LLC

  

Pennsylvania

Juniata Memorial Park LLC

  

Pennsylvania

Laurelwood Holding Company

  

Pennsylvania

StoneMor Cemetery Products LLC

  

Pennsylvania

Osiris Holding of Pennsylvania LLC

  

Pennsylvania

StoneMor Pennsylvania Subsidiary LLC

  

Pennsylvania

Rolling Green Memorial Park LLC

  

Pennsylvania

Stephen R. Haky Funeral Home, Inc.

  

Pennsylvania

StoneMor Holding of Pennsylvania LLC

  

Pennsylvania

Tioga County Memorial Gardens LLC

  

Pennsylvania

Woodlawn Memorial Park Subsidiary LLC

  

Pennsylvania

Forest Lawn Gardens, Inc.

  

Pennsylvania

Kirk & Nice, Inc.

  

Pennsylvania

Kirk & Nice Suburban Chapel, Inc.

  

Pennsylvania

Alleghany Memorial Park LLC

  

Virginia

Alleghany Memorial Park Subsidiary, Inc.

  

Virginia

Altavista Memorial Park LLC

  

Virginia

Altavista Memorial Park Subsidiary, Inc.

  

Virginia

Augusta Memorial Park Perpetual Care Company

  

Virginia

Birchlawn Burial Park LLC

  

Virginia

Birchlawn Burial Park Subsidiary, Inc.

  

Virginia

Cemetery Investments LLC

  

Virginia

Cemetery Investments Subsidiary, Inc.

  

Virginia

Covenant Acquisition LLC

  

Virginia

Covenant Acquisition Subsidiary, Inc.

  

Virginia

Henry Memorial Park LLC

  

Virginia

Henry Memorial Park Subsidiary, Inc.

  

Virginia

KIRIS LLC

  

Virginia

KIRIS Subsidiary, Inc.

  

Virginia

Laurel Hill Memorial Park LLC

  

Virginia

Laurel Hill Memorial Park Subsidiary, Inc.

  

Virginia

Loewen [Virginia] LLC

  

Virginia

Loewen [Virginia] Subsidiary, Inc.

  

Virginia

Oak Hill Cemetery LLC

  

Virginia

Oak Hill Cemetery Subsidiary, Inc.

  

Virginia

PVD Acquisitions LLC

  

Virginia

PVD Acquisitions Subsidiary, Inc.

  

Virginia

Rockbridge Memorial Gardens LLC

  

Virginia

Rockbridge Memorial Gardens Subsidiary Company

  

Virginia

Rose Lawn Cemeteries LLC

  

Virginia

Rose Lawn Cemeteries Subsidiary, Incorporated

  

Virginia

Roselawn Development LLC

  

Virginia

Roselawn Development Subsidiary Corporation

  

Virginia

Russell Memorial Cemetery LLC

  

Virginia

Russell Memorial Cemetery Subsidiary, Inc.

  

Virginia

Shenandoah Memorial Park LLC

  

Virginia

Shenandoah Memorial Park Subsidiary, Inc.

  

Virginia

Southern Memorial Sales LLC

  

Virginia

Southern Memorial Sales Subsidiary, Inc.

  

Virginia

Star City Memorial Sales LLC

  

Virginia

Star City Memorial Sales Subsidiary, Inc.

  

Virginia

Stitham LLC

  

Virginia

Stitham Subsidiary, Incorporated

  

Virginia

Sunset Memorial Gardens LLC

  

Virginia

Sunset Memorial Gardens Subsidiary, Inc.

  

Virginia

Temple Hill LLC

  

Virginia

Temple Hill Subsidiary Corporation

  

Virginia

Virginia Memorial Service LLC

  

Virginia

Virginia Memorial Service Subsidiary Corporation

  

Virginia

Prince George Cemetery Corporation

  

Virginia

 

A-2


Annex B

Other Guarantors

 

Guarantor    Jurisdiction of Organization

StoneMor Alabama LLC

  

Alabama

StoneMor Alabama Subsidiary, Inc.

  

Alabama

The Valhalla Cemetery Company LLC

  

Alabama

The Valhalla Cemetery Subsidiary Corporation

  

Alabama

StoneMor Arkansas Subsidiary LLC

  

Arkansas

StoneMor Colorado LLC

  

Colorado

StoneMor Colorado Subsidiary LLC

  

Colorado

StoneMor Hawaiian Joint Venture Group LLC

  

Hawaii

StoneMor Hawaii LLC

  

Hawaii

StoneMor Hawaii Subsidiary, Inc.

  

Hawaii

StoneMor Indiana LLC

  

Indiana

StoneMor Indiana Subsidiary LLC

  

Indiana

Chapel Hill Funeral Home, Inc.

  

Indiana

Covington Memorial Funeral Home, Inc.

  

Indiana

Covington Memorial Gardens, Inc.

  

Indiana

Forest Lawn Memorial Chapel, Inc.

  

Indiana

Forest Lawn Memory Gardens, Inc.

  

Indiana

StoneMor Iowa LLC

  

Iowa

StoneMor Iowa Subsidiary LLC

  

Iowa

StoneMor Kansas LLC

  

Kansas

StoneMor Kansas Subsidiary LLC

  

Kansas

StoneMor Kentucky LLC

  

Kentucky

StoneMor Kentucky Subsidiary LLC

  

Kentucky

Chapel Hill Associates, Inc.

  

Michigan

StoneMor Mississippi LLC

  

Mississippi

StoneMor Mississippi Subsidiary LLC

  

Mississippi

StoneMor Missouri LLC

  

Missouri

StoneMor Missouri Subsidiary LLC

  

Missouri

StoneMor North Carolina LLC

  

North Carolina

StoneMor North Carolina Funeral Services, Inc.

  

North Carolina

StoneMor North Carolina Subsidiary LLC

  

North Carolina

StoneMor Oklahoma LLC

  

Oklahoma

StoneMor Oklahoma Subsidiary LLC

  

Oklahoma

StoneMor Oregon LLC

  

Oregon

StoneMor Oregon Subsidiary LLC

  

Oregon

StoneMor Puerto Rico LLC

  

Puerto Rico

StoneMor Puerto Rico Subsidiary LLC

  

Puerto Rico

StoneMor Puerto Rico Cemetery and Funeral, Inc.

  

Puerto Rico

Osiris Holding of Rhode Island LLC

  

Rhode Island

Osiris Holding of Rhode Island Subsidiary, Inc.

  

Rhode Island

StoneMor South Carolina LLC

  

South Carolina

StoneMor South Carolina Subsidiary LLC

  

South Carolina

Lakewood/Hamilton Cemetery LLC

  

Tennessee

Lakewood/Hamilton Cemetery Subsidiary, Inc.

  

Tennessee

StoneMor Tennessee Subsidiary, Inc.

  

Tennessee

StoneMor Washington, Inc.

  

Washington

StoneMor Washington Subsidiary LLC

  

Washington

Cornerstone Family Services of West Virginia LLC

  

West Virginia

StoneMor Wisconsin LLC

  

Wisconsin

StoneMor Wisconsin Subsidiary LLC

  

Wisconsin

 

B-1