Attached files

file filename
EX-5.1 - OPINION OF SIDLEY AUSTIN LLP - DAVITA INC.d402860dex51.htm
EX-5.2 - OPINION OF ELIZABETH MCCUBREY - DAVITA INC.d402860dex52.htm
EX-5.8 - OPINION OF HONIGMAN MILLER SCHWARTZ AND COHN LLP - DAVITA INC.d402860dex58.htm
EX-5.6 - OPINION OF HARRISON & MOBERLY, LLP - DAVITA INC.d402860dex56.htm
EX-5.9 - OPINION OF LIONEL SAWYER & COLLINS - DAVITA INC.d402860dex59.htm
EX-5.4 - OPINION OF ANDREA TESTA - DAVITA INC.d402860dex54.htm
EX-4.1 - INDENTURE - DAVITA INC.d402860dex41.htm
EX-5.7 - OPINION OF VENABLE LLP - DAVITA INC.d402860dex57.htm
EX-5.3 - OPINION OF AMY SANFORD - DAVITA INC.d402860dex53.htm
EX-99.1 - ESCROW AGREEMENT - DAVITA INC.d402860dex991.htm
EX-5.10 - OPINION OF LOWENSTEIN SANDLER PC - DAVITA INC.d402860dex510.htm
EX-10.1 - AMENDMENT NO. 2 TO THE CREDIT AGREEMENT - DAVITA INC.d402860dex101.htm
EX-5.11 - OPINION OF PEPPER HAMILTON LLP - DAVITA INC.d402860dex511.htm
EX-99.2 - INFORMATION RELATING TO ITEM 14 OF THE REGISTRATION STATEMENT ON FORM S-3 - DAVITA INC.d402860dex992.htm
EX-5.12 - OPINION OF LECLAIRRYAN - DAVITA INC.d402860dex512.htm
8-K - FORM 8-K - DAVITA INC.d402860d8k.htm

Exhibit 5.5

 

LOGO

  DADELAND CENTRE II
  9150 SOUTH DADELAND BOULEVARD, SUITE 1400
  P.O. BOX 569015
 

MIAMI, FLORIDA 33256

________

 

  TELEPHONE (305) 350-5300
  FACSIMILE (305) 373-2294
  WEBSITE www.csklegal.com

LOGO

 

DIRECT LINE (305) 350-5345

EMAIL gene.kissane@csklegal.com

 

August 28, 2012

DaVita Inc.

2000 16th Street

Denver, Colorado 80202

 

  Re: $1,250,000,000 5.750% Senior Notes due 2022

Ladies and Gentlemen:

We refer to the issuance by DaVita Inc., a Delaware corporation (“DaVita”), of $1,250,000,000 of 5.750% Senior Notes due 2022 (the “Notes”), under an indenture dated as of August 28, 2012 (the “Indenture”), among DaVita, the subsidiary guarantors named therein, including DVA Laboratory Services, Inc., Flamingo Park Kidney Centers, Inc., Total Renal Laboratories, Inc., and Total Acute Kidney Care, Inc., each a Florida corporation and each as hereinafter defined as a Subsidiary of DaVita, and together with the other above referenced subsidiary guarantors, the “Guarantors” set forth on Exhibit A hereto and collectively, the “Subsidiaries”, and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and the issuance by the Guarantors of the related guarantees of the Notes (the “Guarantees”).

This opinion letter is being delivered only as of the date hereof and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).

In rendering the opinions expressed below, we have examined and relied upon a copy of the form of Note, the form of the notation of Guarantee and the Indenture. We have also examined originals, or copies of originals certified or otherwise identified to our satisfaction, of such agreements, documents, certificates and statements of governmental officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for the opinions expressed below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. We have also assumed (a) that the Indenture and the Guarantees (the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Subsidiaries; (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Subsidiaries, enforceable against each of them in accordance with their respective terms; and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, or (ii) violations of statutes, rules and regulations or court or to our knowledge governmental orders.


August 28, 2012

Page 2

Based on the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1. Each Subsidiary is a corporation validly existing and in good standing under the laws of Florida.

2. Each Subsidiary has the requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and the Guarantees.

3. The Indenture has been duly authorized, executed and delivered by each Subsidiary, and the Guarantee executed by such Subsidiary has been duly authorized, executed and delivered by such Subsidiary.

This letter is limited to the federal laws of the United States of America and the laws of the State of Florida. We express no opinion and make no statement as to the laws, rules or regulations of any other jurisdiction or any state securities or blue sky laws or as to any judgment, lien or security interest filing of record.

With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (a) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (b) such Instrument has been duly authorized, executed and delivered by each party thereto, and (c) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto; provided, that we make no such assumption insofar as any of the foregoing matters relate to the Subsidiaries as expressly covered by our opinion set forth in paragraphs 1 and 3 above.

We hereby consent to the filing of this opinion letter as an exhibit to DaVita’s Current Report on Form 8-K dated August 28, 2012 and to all references to our included in or made a part of DaVita’s Registration Statement on Form S-3 under the Act, filed with the Securities and Exchange Commission on August 13, 2012 (File No. 333-183285). In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.

 

Sincerely,
/s/ Cole, Scott & Kissane, P.A.
Cole, Scott & Kissane, P.A.

COLE, SCOTT & KISSANE, P.A.

DADELAND CENTRE II - 9150 SOUTH DADELAND BOULEVARD - SUITE 1400 - P.O. BOX 569015  - MIAMI, FLORIDA 33256 - (305) 350-5300 - (305) 373-2294 FAX


August 28, 2012

Page 3

Exhibit A

Subsidiaries

 

Guarantor Entity

  

State of Incorporation or Formation

DVA Laboratory Services, Inc.

   Florida

Flamingo Park Kidney Centers, Inc.

   Florida

Total Renal Laboratories, Inc.

   Florida

Total Acute Kidney Care, Inc.

   Florida

COLE, SCOTT & KISSANE, P.A.

DADELAND CENTRE II - 9150 SOUTH DADELAND BOULEVARD - SUITE 1400 - P.O. BOX 569015  - MIAMI, FLORIDA 33256 - (305) 350-5300 - (305) 373-2294 FAX