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November 13, 2000
EXHIBIT 5.1
Board of Directors
NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
Re: Registration Statement on Form S-8
Gentlemen:
It is our understanding that NCS HealthCare, Inc., a Delaware
corporation ("NCS HealthCare"), intends to file with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement"), which
Registration Statement relates to 1,050,000 shares of Class A common stock, par
value $.01 per share, of NCS HealthCare ("Common Stock"). The Registration
Statement relates to 1,050,000 shares of common stock, some of which have
already been issued pursuant to the NCS HealthCare Employee Savings Plan and
Trust (the "Plan"), and some of which are to be issued pursuant to the Plan.
We have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction as being true copies, of all such
records of NCS HealthCare, all such agreements, certificates of officers of NCS
HealthCare and others, and such other documents, certificates and corporate or
other records as we have deemed necessary as a basis for the opinion expressed
in this letter.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the Delaware General Corporation
Law.
This opinion is being rendered to you as of today. The opinion
expressed herein assumes that there is no change in the facts, circumstances and
law in effect on the date of this opinion, particularly as it relates to
corporate authority and NCS HealthCare's good standing under Delaware law. We
have assumed that NCS HealthCare will remain in good standing as a Delaware
corporation at all times when shares of Common Stock are sold pursuant to the
Plan.
On the basis of the foregoing, we are of the opinion that the Common
Stock which has been issued pursuant to the Plan is legally issued, fully paid
and nonassessable, and the remainder of the 1,050,000 shares of Common Stocks,
when and if issued and paid for in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
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Board of Directors
NCS HealthCare, Inc.
Page 2
November 13, 2000
The opinion in this letter is rendered only to NCS HealthCare in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The opinion
may not be relied upon by NCS HealthCare for any other purpose. This letter may
not be paraphrased, quoted or summarized, nor may it be duplicated or reproduced
in part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
