EX-5.8 124 dex58.htm OPINION OF LISKOW & LEWIS, A PLC Opinion of Liskow & Lewis, A PLC

EXHIBIT 5.8

[LISKOW & LEWIS LETTERHEAD]

 

June 20, 2006

 

CRC Health Corporation

20400 Stevens Creek Boulevard

Suite 600

Cupertino, California 95014

 

Re:    $200,000,000 aggregate principal amount of 10 3/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation issued in exchange for $200,000,000 aggregate principal amount outstanding of 10 3/4% Senior Subordinated Notes due February 1, 2016 of CRC Health Corporation and the related Exchange Guarantees.

 

Ladies and Gentlemen:

 

        We have acted as special local corporate counsel in the State of Louisiana (the “State”) to the Louisiana corporation listed on Schedule 1 attached hereto (the “Guarantor”) for the purpose of rendering this opinion. You have advised us that you require this opinion in connection with (i) the proposed issuance by the CRC Health Corporation, a Delaware corporation (the “Issuer”), in an exchange offer (the “Exchange Offer”) of $200,000,000 aggregate principal amount of 10 3/4% Senior Subordinated Notes due February 1, 2016 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuer’s outstanding 10 3/4% Senior Subordinated Notes due February 1, 2016 (the “Initial Notes”), which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by the Guarantor, and (iii) the preparation of the registration statement on Form S-4 filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

 

        You have advised us that the Initial Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of February 6, 2006, (the “Indenture”) between the Issuer, CRCA Merger Corporation, a Delaware corporation, the Guarantor, the other subsidiaries named on the signature pages thereto and U.S. Bank National Association, as trustee. The terms of the Exchange Guarantee is contained in the Indenture and the Exchange Guarantee will be issued pursuant to the Indenture. Capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined.

 

        We have examined such documents and made such other investigation as we have deemed appropriate to render the opinion set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the


June 20, 2006

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Indenture, certificates and other documents and other inquiries of officers of the Issuer and the Guarantor and of public officials.

 

        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 facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Guarantor, 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 the execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect thereof on such parties.

 

        Our opinions set forth herein are limited to the laws of the State that are applicable to securities of the type covered by the Registration Statement 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 the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

 

  1.   The Guarantor is validly existing and in good standing under the laws of the State.

 

  2.   The Indenture has been duly authorized and executed by the Guarantor.

 

  3.   The Exchange Guarantee has been duly authorized by the Guarantor.

 

  4.   The execution of the Indenture by the Guarantor and the performance by the Guarantor of the terms and provisions thereof do not, and the performance of the terms and provisions of the Exchange Guarantee in accordance with the Indenture will not, violate any laws of the State.

 

        The opinions expressed herein are subject to (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance, revocatory and oblique actions under the laws of the State, and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

 

        We consent to the incorporation by reference of this opinion in the Registration Statement and the filing of this opinion as an exhibit thereto and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Guarantee. We also consent to the identification of our firm as local counsel to the


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Guarantor listed on Schedule 1 attached hereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Ropes & Gray LLP may rely on this opinion in rendering their opinion to you with respect to the validity and enforceability of the Exchange Guarantees for inclusion as an exhibit to the Registration Statement.

 

 

Very truly yours,

 

 

/s/ Liskow & Lewis

 

LISKOW & LEWIS

A Professional Law Corporation


June 20, 2006

Page 4

 

 

Schedule 1

 

 

 

Baton Rouge Treatment Center, Inc.