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ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
October 9, 2000
Renal Care Group, Inc.
2100 West End Avenue, Suite 800
Nashville, Tennessee 37203
Re: Form S-3 Registration Statement -
Resale of Stock on Behalf of Certain Selling Stockholders
Ladies and Gentlemen:
We have acted as counsel to Renal Care Group, Inc., a Delaware
corporation (the "Company"), in connection with the above referenced
Registration Statement on Form S-3 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 262,571 shares (the
"Shares") of the Company's common stock, $.01 par value ("Common Stock"), which
are being offered for the account of certain selling stockholders specified
therein. The Company will not receive any proceeds from the sale of the Shares.
The opinion hereinafter set forth is given to the Commission at the request of
the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation
S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the Law of the State of Delaware.
Based upon the foregoing it is our opinion that the Shares are legally
and validly issued, fully paid and nonassessable.
This opinion letter is provided to you for your benefit and for the
benefit of the Commission solely with regard to the Registration Statement, may
be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Steven L. Pottle
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Steven L. Pottle,
a Partner
