EX-5.A 3 g83920exv5wa.txt EX-5.A OPINION OF ALSTON & BIRD EXHIBIT 5(A) ALSTON&BIRD LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax: 404-881-7777 www.alston.com July 23, 2003 Renal Care Group, Inc. 2525 West End Avenue, Suite 600 Nashville, Tennessee 37203 Re: Form S-8 Registration Statement -- Renal Care Group, Inc. Ladies and Gentlemen: We have acted as counsel for Renal Care Group, Inc., a Delaware corporation (the "Corporation"), in connection with the referenced Registration Statement on Form S-8 (the "Registration Statement") being filed by the Corporation with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and covering 4,000,000 shares of the Corporation's common stock, $0.01 par value ("Common Stock"), that may be issued pursuant to the Renal Care Group, Inc. 1999 Long-Term Incentive Plan (the "Plan"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 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 Corporation, 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 laws of the State of Delaware as expressed in the Delaware General Corporation Law, in reliance solely on published general compilations thereof as of the date hereof. 1211 East Morehead Street 3605 Glenwood Avenue, Suite 310 601 Pennsylvania Avenue, N.W. P. O. Drawer 34009 P. O. Drawer 31107 North Building, 11th Floor Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601 704-331-6000 919-420-2200 202-756-3300 Fax: 704-334-2014 Fax: 919-420-2260 Fax: 202-756-3333
Renal Care Group, Inc. July 23, 2003 Page 2 Based upon the foregoing, it is our opinion that the 4,000,000 shares of Common Stock covered by the Registration Statement and to be issued pursuant to the Plan, when issued in accordance with the terms and conditions of the Plan, will be 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, in each case, 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. Very truly yours, ALSTON & BIRD LLP By: /s/STEVEN L. POTTLE ------------------------------------ Steven L. Pottle, Esq.