Exhibit 5.1

 

 

		601 Lexington Avenue New York, New York 10022
		(212) 446-4800		Facsimile: (212) 446-6460
		www.kirkland.com

September 25, 2019

The Pennant Group, Inc.

1675 East Riverside Drive

Suite 150

Eagle, Idaho 83616

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are providing this letter in our capacity as special counsel to The Pennant Group, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering of up to the following shares (collectively, the “Shares”) authorized (i) under The Pennant Group, Inc. 2019 Omnibus Incentive Plan: 5,000,000 shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), (ii) under The Pennant Group, Inc. 2019 Long Term Incentive Plan: 500,000 shares of Common Stock, (iii) under Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan: 1,800,000 shares of Common Stock including shares subject to outstanding options, (iv) under The Ensign Group, Inc. 2017 Omnibus Incentive Plan: 500,000 shares of Common Stock including shares subject to outstanding options and (v) The Ensign Group, Inc. 2007 Omnibus Incentive Plan: 1,200,000 shares of Common Stock including shares subject to outstanding options (collectively, the “Plans”).

For purposes of this letter, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and 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.

Based upon and subject to the assumptions and limitations stated in this letter, we advise you that the Shares have been duly authorized and, when (i) the Registration Statement related to the Shares becomes effective under the Act and (ii) the Shares have been duly issued in accordance with the terms and conditions of the Plans, including in the case of shares to be delivered pursuant to outstanding options, to payment of the applicable exercise price and the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws, the Shares will be validly issued, fully paid and non-assessable, in each case in the forms attached as exhibits to the Registration Statement.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in the Certificate of Incorporation exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or had otherwise

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The Pennant Group, Inc.

September 25, 2019

Page 2

reserved for issuance) for any purposes other than issuances in connection with the Plans by at least the number of Shares which may be issued in connection with the Plans and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such Shares. Our opinion assumes that the Registration Statement related to the Shares will become effective under the Act before any Shares covered by such Registration Statement are sold.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to 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 Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

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 Delaware be changed by legislative action, judicial decision or otherwise.

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.