EX-5.12 161 a2163176zex-5_12.htm EXHIBIT 5.12

Exhibit 5.12

 

[Letterhead of Vogel Law Firm]

 

October 18, 2005

 

REM North Dakota, Inc.

c/o National Mentor, Inc.

313 Congress Street, 5th Floor

Boston, Massachusetts  02210

 

Re:          Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We are issuing this opinion letter in our capacity as special counsel to REM North Dakota, Inc., a North Dakota corporation (the “Guarantor”), in connection with the Guarantor’s guarantee (the “Guarantee”) of the obligations of National MENTOR, Inc., a Delaware corporation, (the “Issuer”), along with the other guarantors, under the Indenture (as defined below), relating to $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012. “Exchange Notes” will be issued by the Issuer, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The Exchange Notes are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

 

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor dated October 26, 2004, with respect to the approval of the Indenture and the Guarantee, (iii) the Registration Statement and (iv) the Indenture.

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all

 


 

REM of North Dakota, Inc.

October 18, 2005

Page 2

 

documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

 

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of North Dakota and the North Dakota case law decided thereunder and (v) the “Blue Sky” laws and regulations of North Dakota.

 

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

 

1.     The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of North Dakota.

 

2.     The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor.

 

3.     The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of North Dakota or any political subdivision thereof.

 

4.     No consent, waiver, approval, authorization or order of any State of North Dakota court or governmental authority of the State of North Dakota or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of North Dakota be changed by legislative action, judicial decision or otherwise.

 


 

REM of North Dakota, Inc.

October 18, 2005

Page 3

 

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

 

We hereby consent to the filing of this opinion with the commission as Exhibit 5.12 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours

 

/s/ Steven E. Noack

 

Steven E. Noack

 

SEN/kb