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[Bondy & Schloss LLP Letterhead Logo]
May 30, 2000
Lexington Healthcare Group, Inc.
1577 New Britian Avenue
Farmington, CT 06032
Ladies and Gentlemen:
We have acted as counsel to Lexington Healthcare Group, Inc.,
a Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of an aggregate 3,003,200 shares (the "Shares") of
Common Stock, $0.01 par value per share, issuable to the undersigned and to
certain consultants, employees, directors, and officers of the Company, pursuant
to agreements with the Company (the "Agreements").
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
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Lexington Healthcare Group, Inc.
May 30, 2000
Page 2
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement. In giving such consent, we do
not thereby concede that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
Bondy & Schloss LLP
