EXHIBIT 5.1

                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036



                                                 January 12, 2005


Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011


               Re:  Rite Aid Corporation
                    Registration Statement on Form S-3 (File No. 333-121636-01)

Ladies and Gentlemen:

     We have acted as special counsel to Rite Aid Corporation, a Delaware
corporation (the "Company"), and each of the Company's subsidiaries listed on
Schedule I hereto (the "Additional Registrants") in connection with the
Registration Statement on Form S-3 (File No. 333-121636-01) (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance and sale from time to time by the
Company, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Act, of the following securities of the Company with an aggregate
public offering price of up to $1,000,000,000 or the equivalent thereof, based
on the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency units or composite currencies as shall be designated by the
Company: (i) senior debt securities (which may be secured or unsecured) or
subordinated debt securities, which may be in one or more series (the "Debt
Securities"), and which may be guaranteed by one or more of the Additional
Registrants, which may be issued under one or more indentures relating to either
senior debt securities or subordinated debt securities, as applicable (the
"Indenture" or "Indentures"), proposed to be entered into between the Company
and BNY Midwest Trust Company (the "Trustee"); (ii) guarantees of Debt
Securities (the "Guarantees") that may be issued from time to time by one or
more of the Additional Registrants (including such Additional Registrants listed
on Schedule II hereto, the "Delaware and New York Registrants"); (iii) shares of
preferred stock, $1.00 par value per share, of the Company (the "Preferred
Stock"), in one or more series; (iv) shares of common stock, $1.00 par value per
share, of the Company ("Common Stock"); (v) warrants ("Warrants") to purchase
Debt Securities, Preferred Stock, Common






Stock or other securities of the Company as shall be designated by the Company
at the time of the offering issued pursuant to one or more warrant agreements
(each a "Warrant Agreement") proposed to be entered into between the Company and
warrant agents to be named (the "Warrant Agent" or "Warrant Agents"); and (vi)
such indeterminate amount of Debt Securities and number of shares of Preferred
Stock or Common Stock as may be issued upon conversion, exchange or exercise of
any Debt Securities, Preferred Stock or Warrants, including such shares of
Preferred Stock or Common Stock as may be issued pursuant to anti-dilution
adjustments, in amounts, at prices and on terms to be determined at the time of
offering (the "Indeterminate Stock"). The Debt Securities, the Guarantees, the
Preferred Stock, the Common Stock, the Warrants and the Indeterminate Stock are
collectively referred to herein as the "Offered Securities."

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under 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 relating to the Offered Securities;

     (ii)   the Restated Certificate of Incorporation of the Company, as amended
            to the date hereof (the "Certificate of Incorporation");

     (iii)  the By-laws of the Company, as currently in effect (the "By-laws");

     (iv)   form of Senior Indenture between the Company and BNY Midwest Trust
            Company, and the form of senior note included therein;

     (v)    form of Subordinated Indenture between the Company and BNY Midwest
            Trust Company, and the form of subordinated note included therein;

     (vi)   certain resolutions adopted on December 16, 2004 by the Board of
            Directors of the Company (the "Board of Directors") relating to the
            registration of the Offered Securities;

     (vii)  the charters and by-laws (or other applicable constitutive
            documents) of each of the Delaware and New York Registrants; and

     (viii) certain resolutions adopted by the Board of Directors or the Board
            of Managers, as applicable, of the Delaware and New York Registrants
            relating to the Guarantees.

     We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the
Additional Registrants, and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company, the Additional
Registrants and others, and such





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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, photostatic, electronic or
facsimile copies and the authenticity of the originals of such latter documents.
As to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Additional Registrants and others. 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 Delaware and New York Registrants, had
or will have the power, corporate or otherwise, 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, as to parties other than the Company and the
Delaware and New York Registrants, the validity and binding effect on such
parties. We have assumed that the Indentures and the Warrant Agreements will be
duly authorized, executed and delivered by the Trustee and Warrant Agents,
respectively, and that any Debt Securities, Guarantees or Warrants that may be
issued will be manually signed or countersigned, as the case may be, by duly
authorized officers of the Trustee or the Warrant Agents, respectively. In
addition, we have also assumed that the terms of the Offered Debt Securities (as
defined below) and Offered Warrants (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or any Additional
Registrant or their respective properties are subject, (ii) any law, rule or
regulation to which the Company or any Additional Registrant is subject, (iii)
any judicial or regulatory order or decree of any governmental authority or (iv)
any consent, approval, license, authorization or validation of, or filing,
recording or registration with any governmental authority.

     Our opinions set forth below are limited to the General Corporation Law of
the State of Delaware (the "DGCL") and those laws of the State of New York that,
in our experience, are normally applicable to transactions of the type
contemplated 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. The Offered Securities may
be issued from time to time on a delayed or continuous basis, and this opinion
is limited to the laws, including the rules and regulations, as in effect on the
date hereof, which laws are subject to change with possible retroactive effect.

     Based upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:



                                       3




1.   With respect to any series of Debt Securities (the "Offered Debt
     Securities"), when (i) the Registration Statement, as finally amended
     (including all necessary post-effective amendments), has become effective
     under the Act and the applicable Indenture has been qualified under the
     Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
     supplement or term sheet with respect to the Offered Debt Securities has
     been prepared, delivered and filed in compliance with the Act and the
     applicable rules and regulations thereunder; (iii) if the Offered Debt
     Securities are to be sold pursuant to a firm commitment underwritten
     offering, the underwriting agreement with respect to the Offered Debt
     Securities has been duly authorized, executed and delivered by the Company,
     the Additional Registrants, if any, and the other parties thereto; (iv) the
     Board of Directors, including any appropriate committee appointed thereby,
     and appropriate officers of the Company have taken all necessary corporate
     action to approve the issuance and terms of the Offered Debt Securities and
     related matters; (v) where applicable, the boards of directors, general
     partners, members or managers of the Additional Registrants, including any
     appropriate committees appointed thereby, and appropriate officers of the
     Additional Registrants have taken all necessary corporate action to approve
     the Guarantees of the Offered Debt Securities and related matters; (vi) the
     terms of the Offered Debt Securities, including the Guarantees, if any, and
     of their issuance and sale have been duly established in conformity with
     the applicable Indenture so as not to violate any applicable law, the
     Certificate of Incorporation or By-laws, the charter or by-laws (or other
     applicable constituent documents) of any Additional Registrant, or result
     in a default under or breach of any agreement or instrument binding upon
     the Company or any Additional Registrant, and so as to comply with any
     requirement or restriction imposed by any court or governmental body having
     jurisdiction over the Company or any Additional Registrant; and (vii) the
     Offered Debt Securities, including the Guarantees, if any, have been duly
     executed and authenticated in accordance with the provisions of the
     applicable Indenture and duly delivered to the purchasers thereof upon
     payment of the agreed-upon consideration therefor, the Offered Debt
     Securities (including any Debt Securities duly issued upon conversion,
     exchange or exercise of any Debt Securities, Preferred Stock or Warrants),
     when issued and sold in accordance with the applicable Indenture and the
     applicable underwriting agreement, if any, or any other duly authorized,
     executed and delivered valid and binding purchase or agency agreement, and
     the Guarantees thereon, if any, when granted in accordance with the
     Applicable Indenture, will be valid and binding obligations of the Company
     and the Additional Registrants, enforceable against the Company and the
     Additional Registrants, respectively, in accordance with their respective
     terms, except to the extent that enforcement thereof may be limited by (a)
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, (b) general principles of equity (regardless of whether
     enforceability is considered in a



                                       4




     proceeding at law or in equity), (c) public policy considerations which may
     limit the rights of parties to obtain remedies, (d) the waivers of any
     usury defense contained in the Indentures which may be unenforceable, (e)
     requirements that a claim with respect to any Offered Debt Securities
     denominated in a currency, currency unit or composite currency other than
     United States dollars (or a judgment denominated other than in United
     States dollars in respect of such claim) be converted into United States
     dollars at a rate of exchange prevailing on a date determined pursuant to
     applicable law, and (f) governmental authority to limit, delay or prohibit
     the making of payments outside the United States or in foreign currencies,
     currency units or composite currencies.

2.   With respect to any series of Warrants (the "Offered Warrants"), when (i)
     the Registration Statement, as finally amended (including all necessary
     post-effective amendments), has become effective under the Act; (ii) an
     appropriate prospectus supplement or term sheet with respect to the Offered
     Warrants has been prepared, delivered and filed in compliance with the Act
     and the applicable rules and regulations thereunder; (iii) if the Offered
     Warrants are to be sold pursuant to a firm commitment underwritten
     offering, an underwriting agreement with respect to the Offered Warrants
     has been duly authorized, executed and delivered by the Company and the
     other parties thereto; (iv) the Board of Directors, including any
     appropriate committee appointed thereby, and appropriate officers of the
     Company have taken all necessary corporate action to approve the issuance
     and terms of the Offered Warrants and related matters; (v) the terms of the
     Offered Warrants and of their issuance and sale have been duly established
     in conformity with the applicable Warrant Agreement so as not to violate
     any applicable law, the Certificate of Incorporation or By-laws or result
     in a default under or breach of any agreement or instrument binding upon
     the Company and so as to comply with any requirement or restriction imposed
     by any court or governmental body having jurisdiction over the Company and
     the applicable Warrant Agent; and (vi) the Offered Warrants have been duly
     executed, delivered and countersigned in accordance with the provisions of
     the applicable Warrant Agreement and duly issued and sold in the applicable
     form to be filed as an exhibit to the Registration Statement or any
     amendment thereto and in the manner contemplated in the Registration
     Statement or any prospectus supplement or term sheet relating thereto, the
     Offered Warrants (including any Warrants duly issued upon conversion,
     exchange or exercise of any Debt Securities or Preferred Stock), when
     issued and sold in accordance with the applicable Warrant Agreement and the
     applicable underwriting agreement or any other duly authorized, executed
     and delivered valid and binding purchase or agency agreement, will be valid
     and binding obligations of the Company, enforceable against the Company in
     accordance with their respective terms, except to the extent that
     enforcement thereof may be limited by (a) bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect relating to creditors' rights generally, (b) general
     principles of equity



                                       5





     (regardless of whether enforceability is considered in a proceeding at law
     or in equity); and (c) public policy considerations which may limit the
     rights of parties to obtain remedies.

3.   With respect to the shares of any series of Preferred Stock, including any
     Indeterminate Stock (the "Offered Preferred Stock"), when (i) the
     Registration Statement, as finally amended (including all necessary
     post-effective amendments), has become effective under the Act; (ii) an
     appropriate prospectus supplement or term sheet with respect to the shares
     of the Offered Preferred Stock has been prepared, delivered and filed in
     compliance with the Act and the applicable rules and regulations
     thereunder; (iii) if the Offered Preferred Stock is to be sold pursuant to
     a firm commitment underwritten offering, the underwriting agreement with
     respect to the shares of the Offered Preferred Stock has been duly
     authorized, executed and delivered by the Company and the other parties
     thereto; (iv) the Board of Directors, including any appropriate committee
     appointed thereby, and appropriate officers of the Company have taken all
     necessary corporate action to approve the issuance and terms of the shares
     of the Offered Preferred Stock and related matters, including the adoption
     of a Certificate of Designation for the Offered Preferred Stock in
     accordance with the applicable provisions of the corporate laws of the
     State of Delaware (the "Certificate of Designation"); (v) the filing of the
     Certificate of Designation with the Secretary of State of the State of
     Delaware has duly occurred; (vi) the terms of the Offered Preferred Stock
     and of their issuance and sale have been duly established in conformity
     with the Certificate of Incorporation, including the Certificate of
     Designation relating to the Offered Preferred Stock, and the By-laws of the
     Company so as not to violate any applicable law, the Certificate of
     Incorporation or By-laws or result in a default under or breach of any
     agreement or instrument binding upon the Company and so as to comply with
     any requirement or restriction imposed by any court or governmental body
     having jurisdiction over the Company; and (vii) certificates in the form
     required under Delaware corporate law representing the shares of the
     Offered Preferred Stock are duly executed, countersigned, registered and
     delivered upon payment of the agreed-upon consideration therefor, the
     shares of the Offered Preferred Stock (including any Preferred Stock duly
     issued upon conversion, exchange or exercise of any Debt Securities,
     Preferred Stock or Warrants), when issued or sold in accordance with the
     applicable underwriting agreement or any other duly authorized, executed
     and delivered valid and binding purchase or agency agreement, will be duly
     authorized, validly issued, fully paid and nonassessable, provided that the
     consideration therefor is not less than $1.00 per share of Preferred Stock.

4.   With respect to any offering of Common Stock by the Company, including any
     Indeterminate Stock (the "Offered Common Stock"), when (i) the Registration
     Statement, as finally amended (including all necessary post-effective
     amendments), has become effective under the Act; (ii) an



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     appropriate prospectus supplement or term sheet with respect to the Offered
     Common Stock has been prepared, delivered and filed in compliance with the
     Act and the applicable rules and regulations thereunder; (iii) if the
     Offered Common Stock is to be sold pursuant to a firm commitment
     underwritten offering, the underwriting agreement with respect to the
     Offered Common Stock has been duly authorized, executed and delivered by
     the Company and the other parties thereto; (iv) the Board of Directors,
     including any appropriate committee appointed thereby, and appropriate
     officers of the Company have taken all necessary corporate action to
     approve the issuance of the Offered Common Stock and related matters; (v)
     the terms of the issuance and sale of the Offered Common Stock have been
     duly established in conformity with the Certificate of Incorporation and
     By-laws so as not to violate any applicable law, the Certificate of
     Incorporation or By-laws or result in a default under or breach of any
     agreement or instrument binding upon the Company and so as to comply with
     any requirement or restriction imposed by any court or governmental body
     having jurisdiction over the Company; and (vi) certificates in the form
     required under Delaware corporate law representing the shares of Offered
     Common Stock are duly executed, countersigned, registered and delivered
     upon payment of the agreed upon consideration therefor, the shares of
     Offered Common Stock (including any Common Stock duly issued upon
     conversion, exchange or exercise of any Debt Securities, Preferred Stock or
     Warrants), when issued and sold in accordance with the applicable
     underwriting agreement with respect to the Offered Common Stock or any
     other duly authorized, executed and delivered valid and binding purchase or
     agency agreement, will be duly authorized, validly issued, fully paid and
     nonassessable, provided that the consideration therefor is not less than
     $1.00 per share of Common Stock.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also hereby consent to the use of our
name under the heading "Legal Matters" in the prospectus which forms a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws.





                                   Very truly yours,
                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP



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                                                                      SCHEDULE I


                             ADDITIONAL REGISTRANTS

Ann & Government Streets-Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Broadview and Wallings-Broadview Heights Ohio, Inc.
Central Avenue & Main Street Petal-MS, LLC
Dominion Drug Stores Corp.
Eagle Managed Care Corp.
Eighth and Water Streets-Urichsville, Ohio, LLC
England Street-Asheland Corporation
Fairground, L.L.C.
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Harco, Inc.
K&B, Incorporated
K&B Alabama Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Incorporated
K&B Tennessee Corporation
K&B Texas Corporation
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
Mayfield & Chillicothe Roads-Chesterland, LLC
Munson & Andrews, LLC
Name Rite, L.L.C.
Northline & Dix-Toledo-Southgate, LLC
PDS-1 Michigan, Inc.
P.L.D. Enterprises, Inc.
PL Xpress, Inc.
Patton Drive and NavyBoulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC
Perry Distributors, Inc.
Perry Drug Stores, Inc.
RDS Detroit, Inc.
Ram-Utica, Inc.
READ's Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid Hdqtrs. Funding., Inc.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, 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 New York, 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.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
Rite Aid Transport, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Seven Mile and Evergreen-Detroit, LLC
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 Lane Drug Company
The Muir Company
Thrifty Corporation
Thrifty PayLess, Inc.
Tyler and Sanders Roads, Birmingham-Alabama, LLC
Virginia Corporation
112 Burleigh Avenue Norfolk, LLC
537 Elm Street Corp.
657-659 Broad St. Corp.
764 South Broadway-Geneva, Ohio, LLC
1515 West State Street Boise, Idaho, LLC
1740 Associates, L.L.C.
3581 Carter Hill Road-Montgomery Corp.
4042 Warrensville Center Road-Warrensville Ohio, Inc.
5277 Associates, Inc.
5600 Superior Properties, Inc.





                                                                     SCHEDULE II


                        DELAWARE AND NEW YORK REGISTRANTS

Ann & Government Streets - Mobile, Alabama, LLC
Central Avenue and Main Street - Petal, MS, LLC
Eagle Managed Care Corp.
Eighth and Water Streets - Urichsville, Ohio, LLC
K & B, Incorporated
Munson & Andrews, LLC
Name Rite, L.L.C.
Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid Hdqtrs. Funding., Inc.
Rite Aid of Delaware, Inc.
Rite Aid of New York, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
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
Tyler and Sanders Roads, Birmingham - Alabama, LLC
Virginia Corporation
1515 West State Street Boise, Idaho, LLC