Scheichet & Davis, P.C.
Counselors at Law
800 Third Avenue - 30th Floor
New York, NY 10022
(212) 688-3200
Fax: (212) 371-7634
September 28, 2000
New York Health Care, Inc.
1850 Mc Donald Avenue
Brooklyn, NY 11223
Re: REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933;
S.E.C. FILE NO. 333-08155
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Gentlemen:
In our capacity as counsel to New York Health Care, Inc., a New York
corporation (the "Company"), we have been asked to render this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
The Registration Statement covers a total of 1,156,250 shares of the
Company's $.01 par value common stock (the "Common Stock"), issuable upon the
exercise of certain directors warrants, a stock option granted to the Company's
President and other stock options issued pursuant to the Company's 1996
Performance Incentive Plan, as amended.
In that connection, we have examined the Company's Certificate of
Incorporation and By-Laws, as amended, the Registration Statement, corporate
proceedings of the Company relating to the directors warrants, the stock options
and the Company's 1996 Performance Incentive Plan, as amended, and such other
instruments and documents as we have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
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Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York; and
2. The shares of Common Stock issuable upon the exercise of the
directors warrants, a stock option granted to the Company's President and stock
options issued pursuant to the Company's 1996 Performance Incentive Plan have
been duly and validly authorized and, when issued and paid for as described in
the Registration Statement, will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name as attorneys in
connection wth the Registration Statement.
Very truly yours,
SCHEICHET & DAVIS, P.C.
/s/ William J. Davis
A Member of the Firm
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