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8-K - 8-K - KINDRED HEALTHCARE, INCd747640d8k.htm
EX-1.1 - EX-1.1 - KINDRED HEALTHCARE, INCd747640dex11.htm
EX-99.1 - EX-99.1 - KINDRED HEALTHCARE, INCd747640dex991.htm

Exhibit 5.1

 

LOGO

June 25, 2014

Kindred Healthcare, Inc.

680 South Fourth Street

Louisville, Kentucky 40202

Ladies and Gentlemen:

We have acted as special counsel to Kindred Healthcare,. Inc., a Delaware corporation (the “Company”), in connection with its offering of 9,000,000 shares of the Company’s Common Stock, par value $0.25 per share (the “Securities”), pursuant to a registration statement on Form S-3 (No. 333-196804), as amended as of its most recent effective date (June 19, 2014) insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, but excluding the documents incorporated by reference therein, the “Registration Statement”), and the prospectus, dated June 16, 2014 (the “Base Prospectus”), as supplemented by the prospectus supplement thereto, dated June 19, 2014 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

In arriving at the opinion expressed below, we have reviewed the following documents:

 

  (a) the Registration Statement and the documents incorporated by reference therein;

 

  (b) the Prospectus and the documents incorporated by reference therein;

 

  (c) an executed copy of the Underwriting Agreement, dated June 19, 2014, between the Company and the several underwriters named in Schedule III thereto; and

 

  (d) copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

 

LOGO


Kindred Healthcare, Inc., p. 2

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities have been validly issued by the Company and are fully paid and nonassessable.

The foregoing opinions are limited to the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” and in the Base Prospectus under the heading “Validity of the Securities,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated June 25, 2014. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By   /s/ Nicolas Grabar
  Nicolas Grabar, a Partner