<PAGE>
<PAGE>
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
OMNICARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 31-1001351
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
100 EAST RIVERCENTER BLVD.-SUITE 1600, COVINGTON, KENTUCKY 41011; (606) 392-3300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CHERYL D. HODGES
OMNICARE, INC.
100 EAST RIVERCENTER BLVD. -- SUITE 1600
COVINGTON, KENTUCKY 41011; (606) 392-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C>
MORTON A. PIERCE JOSEPH M. RIGOT
RICHARD D. PRITZ THOMPSON HINE & FLORY LLP
DEWEY BALLANTINE LLP 2000 COURTHOUSE PLAZA N.E.
1301 AVENUE OF THE AMERICAS DAYTON, OHIO 45401-8801
NEW YORK, NEW YORK 10019
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING REGISTRATION FEE
PRICE (1)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock..................... 663,710 $28.94 $19,207,767 $5,340
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
reported prices of the common stock on the New York Stock Exchange
Composite Tape on December 1, 1998.
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
<PAGE>
OMNICARE, INC.
COMMON STOCK
The stockholders of Omnicare, Inc. listed in this prospectus under the
caption "Selling Stockholders" may offer to sell up to 663,710 shares of
common stock of Omnicare under this prospectus. Omnicare will not receive
any of the proceeds from such sales.
The Selling Stockholders may sell the shares from time to time,
on or off the New York Stock Exchange at prices then obtainable.
The Selling Stockholders and participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933
with respect to the sale of the shares.
Our common stock is listed on the New York Stock Exchange under the
symbol "OCR." On December 3, 1998, the closing price for the common stock was
$30.125.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
The date of this prospectus is December ___, 1998
<PAGE>
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. THE COMMON STOCK
IS NOT BEING OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF SUCH DOCUMENTS.
TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
The Company . . . . . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . . 2
Selling Stockholders. . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
THE COMPANY
Omnicare is a leading provider of pharmacy and related services to
long-term care institutions such as nursing homes, retirement centers and other
institutional health care facilities. Omnicare purchases, repackages and
dispenses pharmaceuticals, both prescription and non-prescription, and provides
computerized medical recordkeeping and third-party billing for patients in such
facilities. Omnicare also provides consultant pharmacist services, including
evaluating monthly patient drug therapy, monitoring the control, distribution
and administration of drugs within the nursing facility and assisting in
compliance with state and federal regulations. In addition, Omnicare provides
ancillary services, such as infusion therapy, distributes medical supplies, and
offers clinical care plan and financial software information systems to its
client nursing facilities. Omnicare currently provides these services to over
568,000 residents in over 7,500 nursing homes and other long-term care
facilities in 41 states. Omnicare also provides comprehensive clinical research
services for the pharmaceutical and biotechnology industries.
Omnicare's executive offices are located at 100 East RiverCenter Blvd.,
Covington, Kentucky 41011, and its telephone number is (606) 392-3300.
WHERE YOU CAN FIND MORE INFORMATION
Omnicare files annual, quarterly and special reports, proxy statements
and other information required by the Securities Exchange Act of 1934, with the
Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the following SEC public reference rooms:
<TABLE>
<S> <C> <C>
450 5th Street, N.W. Seven World Trade Center Northwest Atrium Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
2
<PAGE>
<PAGE>
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
Our SEC filings are also available to the public from the SEC's web
site at: http://www.sec.gov.
Copies of these reports, proxy statements and other information also
can be inspected at the following address:
New York Stock Exchange
20 Broad Street
New York, New York 10005.
This prospectus is part of a registration statement on Form S-3 we
filed with the SEC. This prospectus does not include all the information
contained in the registration statement and its exhibits. For further
information with respect to Omnicare and the common stock, you should consult
the registration statement and its exhibits. There are statements contained in
this prospectus concerning the provisions of other documents. These statements
are necessarily summaries of those documents, and each statement is qualified in
its entirety by reference to the copy of the document filed with the SEC. The
registration statement, including exhibits filed as a part of the registration
statement or an amendment to the registration statement, are available for
inspection and copying at the locations listed above.
The SEC allows us to incorporate by reference the information we file
with them, which means we can disclose important information to you by referring
to those documents. The information incorporated by reference is considered to
be a part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed.
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998, and September 30, 1998;
(c) Current Reports on Form 8-K filed February 18, 1998, April
20, 1998, May 19, 1998, August 7, 1998, August 20, 1998, September 28,
1998 and September 28, 1998 as amended November 30, 1998; and
(d) Form 8-A Registration Statement filed September 14, 1993.
With respect to the documents listed above, if a statement in this
prospectus conflicts with a statement in a document incorporated by reference in
this prospectus, the statement in the prospectus will modify or supersede it.
The statement will constitute a part of this prospectus only in its modified or
superseded form.
3
<PAGE>
<PAGE>
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Cheryl D. Hodges
Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, Kentucky 41011
(606) 392-3300
SELLING STOCKHOLDERS
The following table sets forth the maximum number of shares that may
be sold by each Selling Stockholder under this Prospectus.
<TABLE>
<CAPTION>
NAME OF SELLING NUMBER OF
STOCKHOLDER SHARES
----------- ---------
<S> <C>
Extendicare Health
Services, Inc. 125,000(1)
1351 Southside Apothecary,
Ltd. 223,238(2)
E.B.K. Enterprises, Inc. 59,366(2)
Ronald C. Coffin 8,154(3)
Michael J. Fiori(4) 27,955(3)
David W. Medina 219,997(5)
</TABLE>
(1) Extendicare acquired these shares when it sold substantially all of its
institutional pharmacy operations to Omnicare. Extendicare has agreed not to
sell these shares prior to March 16, 1999. Extendicare also owns warrants to
purchase 1,500,000 shares (approximately 1.7% of the outstanding shares) at $48
per share, exercisable from September 16, 2001 to September 16, 2005. Omnicare
provides pharmacy services to Extendicare.
(2) The Selling Stockholder acquired these shares in connection with the
acquisition by Omnicare of certain businesses of 1351 Southside Apothecary, Ltd.
and E.B.K. Enterprises, Inc.
4
<PAGE>
<PAGE>
(3) The Selling Stockholder acquired these shares in connection with the
acquisition by Omnicare of Downeast Pharmacy, Inc. and in the case of
Mr. Fiori, also in connection with a non-competition agreement among the
Selling Stockholder, Omnicare and a subsidiary of Omnicare.
(4) Michael J. Fiori is an employee of a subsidiary of Omnicare.
(5) The Selling Stockholder acquired these shares when he sold the assets and
liabilities of his institutional pharmacy business, which conducted business
under the name of Creekside Managed Care Pharmacy, to Omnicare. Mr. Medina is an
employee of a subsidiary of Omnicare.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer their shares for sale in one or more
of the following transactions (which may include block transactions):
- on the New York Stock Exchange,
- in the over-the-counter market,
- in transactions other than on an exchange or in the
over-the-counter market or
- in a combination of any such transactions.
The Selling Stockholders may sell shares at prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders may sell
shares to or through underwriters, brokers or dealers, who may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and who may receive commissions from the purchasers of shares
for whom they may act as agent.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to Omnicare's Current Report on Form 8-K filed on September 28, 1998,
for the year ended December 31, 1997 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP to the extent and for the periods
appearing therein, given on the authority of that firm as experts in auditing
and accounting.
The financial statements of the institutional pharmacy operations
acquired from Extendicare as of and for the year ended December 31, 1997
incorporated in this prospectus by reference to Omnicare's Current Report on
Form 8-K filed on September 28, 1998, as amended November 30, 1998, have been so
incorporated in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, to the extent and for the periods appearing
therein, upon the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The legality of the shares offered by this prospectus will be passed
upon for Omnicare by Thompson Hine & Flory LLP.
5
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized statement of the expenses (all but the SEC
fees are estimates) in connection with the issuance of the Shares being
registered hereunder. All such expenses will be borne by Omnicare.
<TABLE>
<S> <C>
SEC Registration Fee......................................... $ 5,340
Legal Fees and expenses...................................... $ 6,000
Accounting fees and expenses................................. $ 3,000
Miscellaneous................................................ $ 2,660
Total............................................... $ 17,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and Bylaws of Omnicare, and
separate Indemnification Agreements, provide for the indemnification of each
director and officer of Omnicare in connection with any claim, action, suit or
proceeding brought or threatened by reason of his or her position with Omnicare.
In addition, the General Corporation Law of the State of Delaware ("Delaware
Law") permits Omnicare to indemnify its directors, officers and others against
judgments, fines, amounts paid in settlement and attorneys' fees resulting from
various types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.
Omnicare's directors and officers are, in addition, insured against
loss arising from any claim against them or a wrongful act or omission with
certain exceptions and limitations.
ITEM 16. EXHIBITS.
Each of the following Exhibits is filed herewith or incorporated by
reference in this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
3(a) Restated Certificate of Incorporation of Omnicare (incorporated herein
by reference to Omnicare's Annual Report on Form 10-K for the year
ended December 31, 1996).
3(b) Certificate of Amendment of Omnicare's Restated Certificate of
Incorporation (incorporated herein by reference to Omnicare's
Registration Statement on Form S-4 (File No. 333-53749), filed with the
SEC on May 27, 1998).
3(c) Amended Bylaws of Omnicare (incorporated herein by reference to
Omnicare's Registration Statement on Form S-3 (File No. 333-64441),
filed with the SEC on September 28, 1998).
5 Opinion of Thompson Hine & Flory LLP with respect to the legality of
the securities
</TABLE>
6
<PAGE>
<PAGE>
<TABLE>
<S> <C>
being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of Thompson Hine & Flory LLP (contained in Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
7
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<PAGE>
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
8
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Covington, State of Kentucky on the 4th day of
December, 1998.
OMNICARE, INC.
By: /s/ Joel F. Gemunder
-----------------------------
Joel F. Gemunder
President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to the Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Edward L. Hutton Chairman and Director (Principal
- --------------------------------- Executive Officer) December 4, 1998
Edward L. Hutton
/s/ Joel F. Gemunder President and Director (Principal
- --------------------------------- Executive Officer) December 4, 1998
Joel F. Gemunder
Senior Vice President and Chief December 4, 1998
Financial Officer (Principal
/s/ David W. Froesel, Jr. Financial Officer and Principal
- --------------------------------- Accounting Officer)
David W. Froesel, Jr.
</TABLE>
9
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ronald K. Baur
- ----------------------------------
Ronald K. Baur Director December 4, 1998
/s/ Timothy E. Bien
- ----------------------------------
Timothy E. Bien Director December 4, 1998
/s/ Charles H. Erhart, Jr.
- ----------------------------------
Charles H. Erhart, Jr. Director December 4, 1998
/s/ Mary Lou Fox
- ----------------------------------
Mary Lou Fox Director December 4, 1998
/s/ Cheryl D. Hodges
- ----------------------------------
Cheryl D. Hodges Director December 4, 1998
- ----------------------------------
Thomas C. Hutton Director December 4, 1998
/s/ Patrick E. Keefe
- ----------------------------------
Patrick E. Keefe Director December 4, 1998
/s/ Sandra E. Laney
- ----------------------------------
Sandra E. Laney Director December 4, 1998
/s/ Andrea R. Lindell
- ----------------------------------
Andrea R. Lindell Director December 4, 1998
/s/ Sheldon Margen
- ----------------------------------
Sheldon Margen Director December 4, 1998
/s/ Kevin J. McNamara
- ----------------------------------
Kevin J. McNamara Director December 4, 1998
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
3(a) Restated Certificate of Incorporation of Omnicare
(incorporated herein by reference to Omnicare's Annual Report
on Form 10-K for the year ended December 31, 1996).
3(b) Certificate of Amendment of the Restated Certificate of
Incorporation of Omnicare (incorporated herein by reference to
Omnicare's Registration Statement on Form S-4 (File No.
333-53749), filed with the SEC
on May 27, 1998).
3(c) Amended Bylaws of Omnicare (incorporated herein by reference
to Omnicare's Registration Statement on Form S-3 (File No.
333-64441), filed with the SEC on September 28, 1998).
5 Opinion of Thompson Hine & Flory LLP with respect to the
legality of the securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of Thompson Hine & Flory LLP (contained in Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
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THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza N.E.
P.O. Box 8801
Dayton, OH 45401-8801
December 4, 1998
Omnicare, Inc.
100 East RiverCenter Blvd.
Suite 1600
Covington, KY 41011
Ladies and Gentlemen:
Reference is made to the offering by certain stockholders of Omnicare,
Inc., a Delaware corporation (the "Company"), of up to an aggregate of 663,710
shares of Omnicare's common stock, par value $1.00 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 being filed under the
Securities Act of 1933 (the "Registration Statement"). The Shares are comprised
of:
(i) 125,000 Shares issued to Extendicare Health Services, Inc.
("Extendicare");
(ii) up to 223,238 Shares to be issued to 1351 Southside
Apothecary, Ltd. ("South Apothecary");
(iii) up to 59,366 Shares to be issued to E.B.K. Enterprises, Inc.
("EBK");
(iv) 8,154 Shares issued to Ronald C. Coffin ("Mr. Coffin");
(v) 27,955 Shares issued to Michael J. Fiori ("Mr. Fiori"); and
(vi) 219,997 Shares issued to David W. Medina ("Mr. Medina").
The Company has advised us that the Shares to be issued to South
Apothecary and EBK will be issued no later than immediately prior to the
effectiveness of the Registration Statement.
As counsel for the Company, we have examined and are familiar with the
Restated Certificate of Incorporation, as amended, of the Company and various
corporate records and proceedings relating to the organization of the Company
and the issuance of the Shares. Based upon the foregoing and upon investigation
of such other matters as we considered appropriate to permit us to render an
informed opinion, it is our opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
2. The Shares that were issued to Extendicare and
Messrs. Coffin, Fiori and Medina are duly authorized, validly issued, fully paid
and nonassessable.
3. The Shares to be issued to South Apothecary and
EBK are duly
12
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<PAGE>
authorized, and when issued are paid in accordance with the Asset Purchase
Agreement dated as of December 4, 1998 among SALTD Acquisition Corp.,
South Apothecary and EBK, David B. Klos and Christine R. Klos and the Company,
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and we consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. Except
as set forth in the preceding sentence, this opinion may not be relied upon by
any other person, or used by you for any other purpose, without our prior
written consent.
Very truly yours,
/s/ Thompson Hine & Flory LLP
13
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report on
the Omnicare, Inc. consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
dated January 30, 1998 (except as to the poolings-of-interests with CompScript,
Inc. and IBAH, Inc. which are as of June 26, 1998 and June 29, 1998,
respectively, and except for Note 13, which is as of April 17, 1998), appearing
in the Omnicare, Inc. Current Report on Form 8-K dated September 28, 1998. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Cincinnati, Ohio
December 4, 1998
14
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<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Omnicare, Inc.
Suite 1500
100 East RiverCenter Blvd.
Covington, KY 41011
We consent to incorporation by reference in the registration statement
on Form S-3 of Omnicare, Inc., to be filed with the Securities and Exchange
Commission on December 4, 1998, of our report dated October 24, 1998, relating
to the balance sheet of Extendicare Health Services, Inc. Pharmacy Operations as
of December 31, 1997 and the related statements of net earnings, changes in
equity and cash flows for the year ended December 31, 1997, which report appears
in the Form 8-K/A of Omnicare, Inc., dated November 30, 1998 and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
December 4, 1998
15
