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Exhibit 5.1
September 20, 2000
Ramsay Youth Services, Inc.
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
Re: Registration Statement on Form S-8 for Ramsay Youth Services,
Inc.'s 1999 Stock Option Plan and 1999 Employee Stock Purchase
Plan
On the date hereof, Ramsay Youth Services, Inc., a Delaware corporation
(the "COMPANY"), transmitted for filing with the Securities and Exchange
Commission (the "COMMISSION") a Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT"), under the Securities Act of 1933, as amended (the
"ACT"). The Registration Statement relates to the issuance, offering and/or sale
by the Company of up to 1,350,000 shares (the "SHARES") of the Company's Common
Stock, par value $.01 per share (the "COMMON STOCK"), which may be issued
pursuant to stock options or restricted stock (collectively, "AWARDS") granted
or to be granted under the Company's 1999 Stock Option Plan or 1999 Employee
Stock Purchase Plan (the "PLANS"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Certificate of
Incorporation and Bylaws of the Company; (ii) records of corporate proceedings
of the Company authorizing the Plans and related matters; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and instruments as
we have deemed necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 1,350,000 shares of authorized and
unissued Common Stock from which the 1,350,000 shares of Common Stock may be
issued pursuant to Awards granted under the
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Plans. In addition, assuming that the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for issuance pursuant
to Awards, and assuming that the Company's consideration for shares issued
pursuant to Awards is actually received by the Company in accordance with the
Plans and Section 152 of the Delaware General Corporation Law, we are of the
opinion that the shares of Common Stock issued pursuant to the Awards granted
under and in accordance with the terms of the Plans will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
Greenberg Traurig, P.A.
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