Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS AM Vencor, Inc. Post-Effective Amend. #1 to Form S-4 19 89K
2: EX-5 Opinion of Greenebaum Doll & McDonald Pllc 1 8K
3: EX-23.1 Consent of Ernst & Young LLP 1 5K
4: EX-23.3 Consent of Kpmg Peat Marwick LLP 1 6K
EX-5 — Opinion of Greenebaum Doll & McDonald Pllc
EXHIBIT 5
September 1, 1995
VENCOR, INC.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Ladies and Gentlemen:
We have acted as legal counsel to Vencor, Inc. (the "Company") in
connection with the preparation of Post-Effective Amendment No. 1 to a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended
("Registration Statement"), relating to 1,552,423 shares of the Company's
common stock, par value $.25 per share ("Shares"), and a like number of related
Preferred Stock Purchase Rights (the "Rights") to be issued with the Shares,
which may be issued by the Company from time to time in acquisitions.
We have examined and are familiar with the Certificate of
Incorporation, as amended, and Restated By-Laws of the Company, and the various
corporate records and proceedings relating to the organization of the Company
and the filing of the Registration Statement. We have also examined such other
documents and proceedings as we have considered necessary for the purpose of
this opinion.
Based on the foregoing, it is our opinion that (i) the Shares, when
issued by the Company in accordance with due authorization by its Board of
Directors or Executive Committee, will be validly issued, fully paid and
non-assessable and (ii) the Rights, when issued in compliance with the Rights
Agreement dated as of July 20, 1993, as amended on August 11, 1995, between the
Company and National City Bank, as Rights Agent, will constitute valid, binding
and legal obligations of the Company (except as such validity may be limited by
bankruptcy, insolvency, moratorium, or other similar laws presently or
hereafter in effect, affecting the enforcement of creditors' rights generally,
and by general and equitable principles which may restrict the availability or
enforceability of rights or remedies, as to which we express no opinion).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Shares and the
Rights, and to the reference to this firm under the heading "Legal Matters" in
the Prospectus.
Very truly yours,
GREENEBAUM DOLL & McDONALD PLLC
TSB/abc
Dates Referenced Herein and Documents Incorporated by Reference
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