La Petite Academy Inc, et al. – ‘S-4/A’ on 6/24/98 – EX-5.1

As of:  Wednesday, 6/24/98   ·   Accession #:  889812-98-1575   ·   File #s:  333-56239, -01, -02

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Registration Statement              8     41K 
 2: EX-5.1      Opinion of O'Sullivan Graev & Karabell, LLP            2     12K 

EX-5.1   —   Opinion of O’Sullivan Graev & Karabell, LLP

EX-5.1
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                                                                     Exhibit 5.1

[O'SULLIVAN GRAEV & KARABELL, LLP LETTERHEAD]   

                                               June 24, 1998

La Petite Academy, Inc.                                                         
LPA Holding Corp.                                                               
14 Corporate Woods                                                              
8717 West 110th Street                                                          
Suite 300                                                                       
Overland Park, Kansas 66201                                                     

10% Series B Senior Notes Due 2008  

Ladies and Gentlemen:                                                           

 We have acted as counsel to La Petite Academy, Inc., a Delaware
corporation (the "Company"), and LPA Holding Corp., a Delaware corporation      
formerly known as Vestar/LPA Investment Corp. (the "Parent" and, together with  
the Company, the "Issuers"), in connection with the preparation and filing with 
the Securities and Exchange Commission (the "Commission") of the Registration   
Statement of the Issuers on Form S-4 (File No. 333-56239) (as amended, the      
"Registration Statement"), under the Securities Act of 1933, as amended (the    
"Act").                                                                         

        This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.                                 

        In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,       
corporate records and other instruments as we have deemed necessary for the     
purposes of rendering the opinions set forth below, including, without          
limitation, (i) the Registration Statement, (ii) the Indenture dated May 11,    
1998, among the Issuers, LPA Services, Inc., the subsidiary guarantor of the    
Company (the "Guarantor"), and PNC Bank, National Association, as trustee (the  
"Trustee"), governing the Issuers' 10% Series B Senior Notes due 2008 (the      
"Notes") and the guarantees of the Notes (the "Guarantees") by the Guarantor,   
(iii) the Purchase Agreement (the "Purchase Agreement") dated May 6,            
1998, among the Company, the Guarantor, the Parent, Chase                       
Securities Inc. and NationsBanc Montgomery Securities LLC, (iv) the Amended and 
Restated Certificate of Incorporation of the Company, as amended through the    
date hereof, (v) the By-laws of the Company, as amended through the date        
hereof, (vi) the Amended and Restated Certificate of Incorporation of the       
Parent, as amended through the date hereof, (vii) the By-laws of the Parent, as 
amended through the date hereof, (viii) the Certificate of Incorporation of the 
Guarantor, as amended through the date hereof, (ix) the By-laws of the          
Guarantor, as amended through the date hereof, (x) resolutions adopted by the   
Board of Directors of the Company by unanimous written consent in lieu          
of a meeting dated May 11, 1998, (xi) resolutions adopted by the Board of       
Directors of the Parent by unanimous written consent in lieu of a               
meeting dated May 11,  1998 and (xii) resolutions adopted by the Board          
of Directors of the Guarantor by unanimous written consent in lieu of a         
meeting dated May 11, 1998. As to certain                                       

EX-5.1
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LPA Holding Corp.                                                               
La Petite Academy, Inc.                                                         
Page 2                                                                          

questions of fact material to the opinions contained herein, we have relied upon
certificates or statements of officers of the Issuers and the Guarantor and     
certificates of public officials.                                               

        In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the          
conformity to authentic originals of all documents submitted to us as certified 
or photostatic copies. In making our examination of documents executed by       
parties other than the Issuers and the Guarantor we have assumed that           
such parties had the power, corporate or other, to enter into and               
perform all obligations thereunder and have also assumed the due                
authorization by all requisite action, corporate or other, and execution        
and delivery by such parties of such documents and the validity and             
binding effect thereof.                                                         

Based upon the foregoing, we are of the opinion as follows:   

         1. The Issuers and the Guarantor are validly existing under the laws of
the State of Delaware.                                  

       2. The Notes have been duly authorized, and when issued, assuming the
         due authorization, execution and delivery thereof by the Trustee,
         will be valid and binding obligations of the Issuers, enforceable
against them in accordance with their terms, except that
         enforcement thereof may be subject to (i) bankruptcy, insolvency,
   fraudulent conveyance, reorganization, moratorium and other
         creditors' rights generally and (ii) general principles of equity
           (regardless of whether enforceability is considered in a proceeding
in equity or at law).                                   

       3. The Guarantees have been duly authorized, and when issued, will be
           valid and binding obligations of the Guarantor, enforceable against
          it in accordance with their terms, except that enforcement thereof
may be subject to (i) bankruptcy, insolvency, fraudulent
          conveyance, reorganization, moratorium and other creditors' rights
      generally and (ii) general principles of equity (regardless of
         whether enforceability is considered in a proceeding in equity or
at law).                                                

      Members of our firm are admitted to the Bar of the State of New York
and we express no opinion as to the laws of any other jurisdiction other than   
the Delaware General Corporation Law.                                           

        We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to   
our firm under "Legal Matters" in the Registration Statement.                   

                             Very truly yours,

                                    /s/ O'Sullivan Graev & Karabell, LLP
------------------------------------                                            

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/24/98		1					None on these Dates
		5/11/98		1
		5/6/98		1
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