Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Original Filing on Form S-4: Team Health Etal HTML 1.96M
2: EX-1.1 Purchase Agreement 43 146K
21: EX-3.100 Articles of Incorporation 3 30K
22: EX-3.114 Amended and Restated By-Laws 13 73K
7: EX-3.12 Certificate of Amendment 2 29K
23: EX-3.123 Amended and Restated By-Laws 13 73K
24: EX-3.127 Amended and Restated by Laws 13 73K
25: EX-3.129 Charter 2 27K
8: EX-3.13 Amended and Restated By-Laws 16 81K
26: EX-3.130 Bylaws 6 35K
27: EX-3.133 Certificate of Amendment 1 26K
28: EX-3.145 Operating Agreement 20 82K
9: EX-3.28 Articles of Amendment 1 27K
10: EX-3.32 Articles of Amendment 5 35K
11: EX-3.49 Amended Code of Regulations 9 51K
3: EX-3.5 By-Laws 14 68K
12: EX-3.50 Charter 2 29K
13: EX-3.51 Code of Regulations 8 48K
4: EX-3.6 Articles of Incorporation 2 29K
14: EX-3.63 Articles of Amendment 2 26K
15: EX-3.64 Articles of Amendment 1 26K
16: EX-3.65 Articles of Amendment 1 26K
5: EX-3.7 Bylaws 6 35K
17: EX-3.70 Articles of Amendment 2 26K
18: EX-3.80 Articles of Incorporation 3 29K
19: EX-3.81 Articles of Amendment 1 26K
20: EX-3.82 Bylaws 12 65K
6: EX-3.9 Articles of Amendment 1 26K
29: EX-5.1 Opinion of Kirkland & Ellis Llo 5 41K
38: EX-5.10 Opinion of Bowles Rice McDavid Graff & Love Pllc 3 35K
39: EX-5.11 Opinion of Law Offices of Eisenhower Carlson Pllc 4 39K
30: EX-5.2 Opinion of Haskell Slaughter Young Et Al 2 33K
31: EX-5.3 Opinion of Foley & Lardner 4 37K
32: EX-5.4 Opinion of Blackwell Sanders Peper Martin LLP 3 34K
33: EX-5.5 Opinion of Sherman Silverstein Kohl Rose Podolsky 4 38K
34: EX-5.6 Opinion of Parker Poe Adams & Bernstein LLP 5 40K
35: EX-5.7 Opinion of Ulmer & Berne LLP 4 36K
36: EX-5.8 Opinion of London & Amburn Pc 5 39K
37: EX-5.9 Opinion of Durham Jones and Pinegar 2 33K
40: EX-12.1 Statement Re Computation of Ratio of Earnings 1 28K
41: EX-23.1 Consent of Ernst & Young LLP 1 26K
42: EX-25.1 T-1 7 41K
EX-5.9 — Opinion of Durham Jones and Pinegar
EX-5.9 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 5.9
May 21, 2004
Access Nurse PM, Inc.
1900 Winston Road
Knoxville, TN 37919
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Utah legal
counsel to Access Nurse PM, Inc., a Utah corporation (the "Registrant"), in
connection with the proposed registration by Team Health, Inc. (the "Issuer")
and the Registrant of $180,000,000 in aggregate principal amount of the Issuer's
9% Senior Subordinated Exchange Notes due 2012 (the "Exchange Notes") pursuant
to a Registration Statement (the "Registration Statement") on Form S-4 filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement." We have been advised that the obligations of the
Issuer under the Exchange Notes will be guaranteed by the Registrant and the
other guarantors in accordance with the terms of the Indenture (the
"Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant
to the Indenture (as amended and supplemented from time to time, the
"Indenture"), dated as of March 23, 2004 by and among the Issuer, the Registrant
and the other Guarantors party thereto and The Bank of New York, as trustee. We
have been advised that the Exchange Notes and the Guarantees are to be issued in
exchange for and in replacement of the Issuer's unregistered 9% Senior
Subordinated Notes due 2012 (the "Old Notes"), of which $180,000,000 in
aggregate principal amount is outstanding.
In that connection, 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 this
opinion, including (i) the articles of incorporation and bylaws of the
Registrant as are currently in effect, (ii) minutes and records of the corporate
proceedings of the Registrant with respect to the authorization and approval of
the Indenture, (iii) the Indenture, (iv) the Registration Statement, (v) the
form of Exchange Notes and (vi) such other records, certificates and documents
as we have deemed necessary or appropriate in order to deliver the opinions set
forth herein.
For purposes of this opinion, 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. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant, the legal capacity of natural
persons, and the due authorization, execution and delivery of all documents by
the parties thereto other than the Registrant. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Registrant and others.
We have represented the Registrant only in connection with the preparation
and delivery of this letter in connection with the Indenture and, as a result,
are not familiar with the business, operations, properties or activities of the
Registrant or any contractual obligations, instruments, agreements, laws, rules,
regulations, orders or decrees applicable to the Registrant or any of its
business or properties or activities. We have not undertaken any research for
purposes of determining whether the Registrant or any of the transactions that
may occur in connection with the Indenture are subject to any law or other
governmental requirement other than to those laws and requirements which in our
experience would generally be recognized as applicable both to general business
corporations that are not engaged in regulated business activities and to
transactions of the type contemplated by the Indenture.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, and (iv) Utah securities laws.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The Registrant has the requisite corporate power and authority to
execute and deliver the Indenture and to perform its obligations thereunder.
(2) The execution and delivery of the Indenture by the Registrant and the
performance of its obligations thereunder, has been duly authorized by the
Registrant, and does not conflict with the articles of incorporation, bylaws or
any applicable provision of Utah law or require any consent of any Utah
governmental authority.
We hereby consent to the filing of this opinion as Exhibit 5.9 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in 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 Securities Act or the rules and regulations of
the Commission.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of Utah and the Utah case law
decided thereunder as it presently exists, and we express no opinion as to the
laws of any other state, federal laws of the United States of America, or other
jurisdiction.
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 Utah be changed by legislative action, judicial decision or
otherwise.
Sincerely,
DURHAM JONES & PINEGAR, P.C.
/s/ Durham Jones & Pinegar, P.C.
2
Dates Referenced Herein
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This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 5/25/04 | | | | | | | None on these Dates |
| | 5/21/04 | | 1 |
| | 3/23/04 | | 1 |
| List all Filings |
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