EXHIBIT 5.1
September 15, 2000
National Home Health Care Corp.
700 White Plains Road
Scarsdale, New York 10583
Ladies and Gentlemen:
We have acted as counsel for National Home Health Care Corp.,
a Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to the registration of 500,000
shares of Common Stock, par value $.001 per share (the "Shares"), issuable upon
the exercise of options that have been, or may from time to time be, granted
under the Company's 1999 Stock Option Plan (the "Plan"), and such additional
indeterminate number of Shares as may be issued under the anti-dilution
provisions of the Plan.
In connection with the foregoing, we have examined, among
other things, the Registration Statement and 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. We have not examined each option contract in
respect of options granted under the Plan. We have, however, examined the form
of option contract we are advised is the form of option contract used by the
Company under the Plan. We have also been informed that each option contract
between the Company and option holders under the Plan is substantially in the
form of the option contract we have examined. In all of our 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
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, oaths and
declarations of officers or other representatives of the Company.
Our opinion is limited to the date hereof and we do not in any
event undertake to advise you of any facts or circumstances occurring or coming
to our attention subsequent to the date hereof.
Finally, we are counsel admitted to practice only in the State
of New York, and we express no opinions as to the applicable laws of any
jurisdiction other than those of the State of New York, the Delaware General
Corporation Law and the United States of America.
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Based upon and subject to the foregoing, we are of the opinion
that the Shares to be issued pursuant to the exercise of options granted or to
be granted under the Plan will be, when issued pursuant to the provisions of the
Plan, legally issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Parker Chapin LLP
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PARKER CHAPIN LLP
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