TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3000
August 1, 2000
Matria Healthcare, Inc.
1850 Parkway Place
12th Floor
Marietta, Georgia 30067
Attention: Donald R. Millard
President and Chief Executive Officer
Ladies and Gentlemen:
We have served as counsel to Matria Healthcare, Inc. (the "Company") in
connection with the filing by the Company of a registration statement on Form
S-8 with the Securities and Exchange Commission (the "Commission"), relating to
the registration pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), of 2,450,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), along with associated
Common Stock purchase rights reserved for issuance under the Matria Healthcare,
Inc. 2000 Directors' Non-Qualified Stock Option Plan and the Matria Healthcare,
Inc. 2000 Stock Incentive Plan (collectively, the "Plans").
As counsel for the Company, we have examined certain books and records of
the Company and have made such other investigations as we have deemed necessary
for purposes of this opinion. In such examinations we have assumed the
genuineness of all signatures on all original documents, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all copies submitted to us, the authenticity of the originals of documents
submitted to us as copies, and the due execution and delivery of all documents
where due execution and delivery are prerequisite to the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of the Company and certain public
officials. We have assumed and relied upon the accuracy and completeness of such
certificates and statements, the factual matters set forth therein, and the
genuineness of all signatures thereon, and nothing has come to our attention
leading us to question the accuracy of the matters set forth therein. We have
made no independent investigation with regard thereto and, accordingly, we do
not express any view or belief as to matters that might have been discovered by
independent verification.
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Based upon and subject to the foregoing, we are of the opinion that the
Shares reserved for issuance in accordance with the Plans have been duly
authorized and will, when and to the extent certificates evidencing the Shares
have been duly executed, countersigned, registered, issued and delivered in
connection with the exercise of options granted in accordance with the Plans and
the respective agreements thereunder, be validly issued, fully paid and
nonassessable.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware and the Federal
law of the United States of America.
This opinion is limited to the matters expressly opined on herein, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
is rendered as of the date hereof, and we make no undertaking and expressly
disclaim any duty to supplement or update such opinion, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur
which could affect such opinion. This opinion is being furnished to you solely
for your benefit in connection with the transactions contemplated by the Plans
and, except as expressly set forth below, is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior express written
consent and may not be relied upon by any other person without our express
written consent.
We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the registration statement referred to
above.
Very truly yours,
/s/ Troutman Sanders LLP
