Exhibit 5.1
[Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison LLP]
August 7, 2009
AMN Healthcare Services, Inc.
12400 High Bluff Drive, Suite 100
San Diego, California 92130
Ladies and Gentlemen:
We have acted as special counsel to AMN Healthcare Services, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 267,763 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) issuable pursuant to equity awards granted to Bary Bailey, the Company’s Chief Financial Officer (“CFO”), as an inducement for serving as CFO.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”): | 1. | the Registration Statement; |
2. the Offer Letter, dated July 10, 2009, between the Company and Mr. Bailey (the “Offer Letter”);
AMN Healthcare Services, Inc. | 2 |
3. the Stock Appreciation Right Agreement, dated July 20, 2009, between the Company and Bary Bailey (the “SAR Award Agreement”), and the Restricted Stock Unit Agreement, dated July 20, 2009, between the Company and Bary Bailey (the “RSU Award Agreement”, and together with the SAR Award Agreement, the “Award Agreements”) relating to the grant of awards to acquire Shares;
4. the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission on March 18, 2002; and
5. the Sixth Amended and Restated By-laws of the Company, included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 18, 2009.
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or
AMN Healthcare Services, Inc. | 3 |
conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated qualifications, we are of the opinion that, when issued in accordance with the terms of the Offer Letter and the applicable Award Agreement, the 267,763 Shares so issued will be duly authorized, validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations, orders and applicable judicial and regulatory determinations under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
