EX-5 2 w22598exv5.htm EX-5 exv5
 

Exhibit 5
         
 
      FOLEY & LARDNER LLP
ATTORNEYS AT LAW
 
       
 
      WASHINGTON HARBOUR
 
      3000 K STREET, N.W., SUITE 500
 
      WASHINGTON, D.C. 20007-5143
 
      202.672.5300 TEL
 
      202.672.5399 FAX
 
  June 29, 2006   www.foley.com
 
       
 
      CLIENT/MATTER NUMBER
 
      302280-0219
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
     
Re:
  Hanger Orthopedic Group, Inc.
 
  Registration Statement on Form S-4
Gentlemen:
     We are counsel to Hanger Orthopedic Group, Inc. (the “Company”) and have represented the Company in connection with the Registration Statement on Form S-4 being filed by it today with the Commission (together with all exhibits thereto, the “Registration Statement”). The Registration Statement relates to an offering (the “Exchange Offer”) of $175 million principal amount of the Company’s registered 10 1/4% Senior Notes due 2014 (the “Registered Notes”) in exchange for the Company’s presently outstanding, unregistered 10 1/4% Senior Notes due 2014 (the “Unregistered Notes”). The Unregistered Notes were and the Registered Notes will be issued pursuant to an Indenture, dated as of May 26, 2006 (the “Indenture”), among the Company, certain subsidiaries of the Company and Wilmington Trust Company, as Trustee. The domestic subsidiaries of the Company (the “Guarantors”) are guaranteeing the Unregistered Notes and the Registered Notes and their guarantees (the “Guarantees”) are being registered under the Registration Statement.
     This opinion is being delivered to the Commission as Exhibit 5 to the Registration Statement.
     We have examined (1) the Certificate of Incorporation, and all amendments thereto, of the Company, certified by the Secretary of State of the State of Delaware; (2) the By-Laws of the Company, certified by the Secretary of the Company as being those currently in effect; (3) the Registration Statement; (4) the Indenture; and (5) such other corporate records, certificates, documents and other instruments as in our opinion are necessary or appropriate in connection with expressing the opinions set forth below.
     Based upon the foregoing, it is our opinion that:
  1.   The Company is a corporation duly organized and validly existing under the laws of the State of Delaware.

 


 

Securities and Exchange Commission
June 29, 2006
Page 2
  2.   When the Registered Notes shall have been issued in exchange for Unregistered Notes in connection with the Exchange Offer as provided in the Registration Statement, the Registered Notes thus issued will be legally issued, fully paid and non-assessable.
 
  3.   The Guarantees of the Registered Notes, when such Guarantees are issued in accordance with the Indenture and the Registration Statement, will be legally issued and legally binding obligations of the Guarantors.
     This firm hereby consents to the reference to it under the heading “Legal Matters” appearing in the Prospectus which is part of the Registration Statement.
     
 
  Very truly yours,
 
   
 
  /s/ Foley & Lardner LLP
 
  Foley & Lardner LLP