[Morgan, Lewis & Bockius
1300 Morris Drive
Chesterbrook, PA 19087
|| AmerisourceBergen Corporation
Registration Statement on Form S-3 (Registration No. 333-162227)
Ladies and Gentlemen:
We have acted as counsel to AmerisourceBergen Corporation, a Delaware corporation (the
Company), and the additional registrants listed on Exhibit A hereto (the
Guarantors) in connection with (i) the proposed issuance and sale by the Company of
$400,000,000 aggregate principal amount of its 4.875% Senior Notes due 2019 (the
Notes) pursuant to the terms of an Underwriting Agreement, dated as of November 16, 2009
(the Underwriting Agreement), by and among the Company, the Guarantors and J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as representatives of the several underwriters
named on Schedule 1 to the Underwriting Agreement and (ii) the filing of the above-referenced
Registration Statement (the Form S-3) and Post-Effective Amendment No. 1 thereto
(together with the Form S-3, the Registration Statement) on September 30, 2009 and
November 4, 2009, respectively, under the Securities Act of 1933, as amended (the Act),
with the Securities and Exchange Commission (the Commission), pursuant to which the Notes
and the Guarantees (as hereinafter defined) are registered under the Act. The Notes will be
guaranteed (the Guarantees) by the Guarantors.
The Notes and the Guarantees will be issued under an Indenture to be dated as of November 19,
2009, as supplemented and amended by that certain First Supplemental Indenture thereto to be dated
as of November 19, 2009 (as so supplemented and amended, the Indenture), by and among
the Company, the Guarantors and U.S. Bank National Association, as trustee (the Trustee).
In connection with this opinion letter, we have examined:
||the Underwriting Agreement;
||the Registration Statement;
||the preliminary prospectus supplement of the Company, dated as of November 16, 2009,
which was filed by the Company with the Commission on November 16, 2009 pursuant to
Rule 424(b)(3) promulgated under the Act;
||the pricing term sheet of the Company, which was filed by the Company with the
Commission on November 16, 2009 pursuant to Rule 433 promulgated under the Act;
November 17, 2009
||the final prospectus supplement of the Company, dated as of
2009, which was filed by the Company with the Commission on November
17, 2009 pursuant to Rule 424(b)(5) promulgated under the Act;
||originals, or copies certified or otherwise identified to our satisfaction of the
Companys Amended and Restated Certificate of Incorporation, as amended, and the Companys
Amended and Restated Bylaws and the certificate of incorporation, articles of
incorporation, bylaws, limited partnership agreement, limited liability company agreement,
operating agreement and other organizational documents, as applicable, of each of the
||such other documents and records of the Company and the Guarantors as we deemed
appropriate for purposes of the opinions set forth herein.
We have assumed, without any independent investigation or verification of any kind, the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity of the documents
submitted to us as originals, the conformity with the originals of all documents submitted to us as
certified, facsimile or photostatic copies and the authenticity of the originals of all documents
submitted to us as copies.
We have also assumed, without any independent investigation or verification of any kind, that the
Indenture will be duly authorized, executed and delivered by the Trustee, that the Indenture will
constitute a legal, valid and binding obligation of the Trustee, and that the Trustee has the
requisite organizational and legal power and authority to perform its obligations under the
Based upon the foregoing, we are of the opinion that, when the Notes and the Guarantees are
executed by duly authorized officers of the Company and the Guarantors, respectively, as provided
in the Indenture, and the Notes are duly authenticated by the Trustee and are delivered by the
Company against receipt of the purchase price therefor in accordance with the Underwriting
Agreement and as described in the Registration Statement, the Notes and the Guarantees will
constitute valid and binding obligations of the Company and the Guarantors, as applicable.
The opinions expressed above are subject to the following limitations and qualifications:
||The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors generally
and general principles of equity.
||Under applicable law, the Guarantors may be entitled to certain rights or protections
which as a matter of statutory or common law may not be waived or altered. We express no
opinion herein as to the enforceability of any provisions of the Guarantees which purport
to waive or alter such rights or protections, except to the extent permitted by law.
November 17, 2009
||The opinions expressed herein are limited to the laws of the State of New York and the
Commonwealth of Pennsylvania, the Delaware General Corporation Law, the Delaware Limited
Liability Company Act and the Delaware Revised Uniform Limited Partnership Act and the
federal laws of the United States of America, and we express no opinion with respect to the
laws of any other state or jurisdiction. To the extent that the laws of any other state or
jurisdiction govern any of the matters set forth herein, we have assumed that the laws of
such state or jurisdictions are identical to those of the Commonwealth of Pennsylvania, and
we express no opinion as to whether such assumption is reasonable or correct.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to
the reference to us under the caption Validity of Securities in the prospectus included in the
Registration Statement. In giving such consent, we do not hereby admit that we are acting within
the category of persons whose consent is required under Section 7 of the Act or the rules or
regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis and Bockius LLP
List of Guarantors
Ambulatory Pharmaceutical Services, Inc.
AmerisourceBergen Drug Corporation
AmerisourceBergen Holding Corporation
AmerisourceBergen Services Corporation
AmerisourceBergen Specialty Group, Inc.
AmeriSource Health Services Corporation
AmeriSource Heritage Corporation
Anderson Packaging, Inc.
APS Enterprises Holding Company, Inc.
ASD Specialty Healthcare, Inc.
AutoMed Technologies, Inc.
Bellco Drug Corp.
Clinical Outcomes Resource Application Corporation
Dialysis Purchasing Alliance, Inc.
Health Services Capital Corporation
I.g.G. of America, Inc.
IHS Acquisition XXX, Inc.
Integrated Commercialization Solutions, Inc.
International Physician Networks, L.L.C.
Liberty Acquisition Corp.
Medical Initiatives, Inc.
Pharm Plus Acquisition, Inc.
Pharmacy Healthcare Solutions, Ltd.
Solana Beach, Inc.
Specialty Pharmacy, Inc.
Specialty Pharmacy of California, Inc.
Telepharmacy Solutions, Inc.
The Lash Group, Inc.
US Bioservices Corporation
Value Apothecaries, Inc.