Exhibit 5.1
August 11, 2014
HealthStream, Inc.
209 10th Avenue South, Suite 450
Nashville, Tennessee 37203
| Re: | Issuance of up to $225,000,000 of shares of Common Stock of HealthStream, Inc. |
Ladies and Gentlemen:
We have acted as counsel for HealthStream, Inc., a Tennessee corporation (the “Company”), in connection with the filing of a registration statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), filed August 11, 2014, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement.
The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus (each a “Prospectus Supplement”). The Prospectus, as supplemented by one or more Prospectus Supplements, will provide for the registration by the Company of up to $225,000,000 of shares of common stock, no par value per share (“Common Stock”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
| 1. | the Registration Statement and the exhibits thereto and the Prospectus included therein; |
| 2. | such corporate documents and records of the Company, including the Company’s Fourth Amended and Restated Charter, as amended (“Charter”), and the Company’s Amended and Restated Bylaws, as amended (“Bylaws”); |
| 3. | certificates of public officials, including a certificate of existence from Tennessee’s Secretary of State as to the good standing of the Company dated as of a recent date; |
| 4. | resolutions adopted by the Board of Directors of the Company relating to, among other matters, the registration of the Common Stock; |
| 5. | we also have been furnished with, and with your consent have relied upon, a certificate of officers of the Company with respect to certain factual matters, dated as of the date hereof; and |
| 6. | such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal capacities of all natural persons.
The opinions expressed below are limited to the State of Tennessee and the federal laws of the United States of America. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws or (ii) state or federal antitrust laws.
150 Third Avenue South, Suite 2800
Nashville, TN 37201
bassberry.com
HealthStream, Inc.
Page 2
August 11, 2014
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that: (a) upon adoption by the Board of Directors of the Company of a resolution in form and content as required by applicable law authorizing the issuance and sale of Common Stock, and (b) assuming that the Registration Statement and any required post-effective amendment(s) thereto and any and all Prospectus Supplement(s) required by applicable laws have become, and at such time remain, effective under the Securities Act, and (c) assuming that upon the issuance of such Common Stock, the total number of issued and outstanding shares of Common Stock will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Charter, then upon issuance and delivery of and payment for such shares in the manner contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and by such resolution, such shares of Common Stock being issued by the Company, will be validly issued, fully paid and nonassessable.
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. The opinions expressed in this opinion letter are strictly limited to the matters stated in this opinion letter and no other opinions are to be implied. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.
We hereby consent to the filing of this opinion with the Commission as an Exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act, or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Bass, Berry & Sims PLC