Exhibit 5.1
[Letterhead of Jones Day]
January 29, 2004
Laidlaw International, Inc.
55 Shuman Blvd.
Naperville, Illinois 60563
| Re: | Registration Statement on Form S-4 filed by Laidlaw International, Inc. (the “Registration Statement”) |
Ladies and Gentlemen:
We have acted as counsel to Laidlaw International, Inc., a Delaware corporation (the “Company”), the companies listed on Annex A hereto (collectively, the “Covered Guarantors”) and the companies listed on Annex B hereto (collectively, the “Other Guarantors,” and, together with the Covered Guarantors, the “Subsidiary Guarantors”) in connection with the issuance and exchange (the “Exchange Offer”) of up to $406,000,000 aggregate principal amount of the Company’s 10 3/4% Senior Notes due 2011 (the “Exchange Notes”) for an equal principal amount of the Company’s 10 3/4% Senior Notes due 2011 outstanding on the date hereof (the “Outstanding Notes”). The Exchange Notes will be issued pursuant to the Indenture, dated as of June 3, 2003 (the “Original Indenture”), by and among the Company, the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of June 18, 2003, by and among the Company, the Subsidiary Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.
In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:
1. When the Registration Statement becomes effective under the Securities Act of 1933 (the “Securities Act”) and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Notes, the Exchange Notes will be validly issued by the Company and will constitute valid and binding obligations of the Company;
2. When the Registration Statement becomes effective under the Securities Act and the Subsidiary Guarantees of the Exchange Notes (the “Exchange Guarantees”) of the Covered Guarantors are delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantees of the Outstanding Notes (the “Outstanding Guarantees”) of the Covered
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Guarantors, the Exchange Guarantee of each Covered Guarantor will be validly issued by the respective Covered Guarantor and will constitute a valid and binding obligation of the respective Covered Guarantor; and
3. When the Registration Statement becomes effective under the Securities Act and the Exchange Guarantees of the Other Guarantors are delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of the Other Guarantors, the Exchange Guarantee of the respective Other Guarantor will constitute a valid and binding obligation of the respective Other Guarantor.
The opinions set forth above are subject to the following assumptions, qualifications and limitations:
For purposes of our opinions set forth in paragraph 3 with respect to the Exchange Guarantees of the Other Guarantors, we assume that (a) each Other Guarantor is a corporation or limited liability company existing and in good standing in its respective jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B attached hereto (collectively, the “Jurisdictions”) and (b) the Indenture (i) has been (A) duly authorized by the respective Other Guarantor and (B) executed and delivered by the respective Other Guarantor under the laws of the applicable Jurisdiction, (ii) does not violate the laws of the applicable Jurisdiction and (iii) constitutes a valid and binding obligation of the respective Other Guarantor under the laws of the applicable Jurisdiction.
Our opinions with respect to the enforceability of, and the obligations referred to in, the Exchange Notes and Exchange Guarantees are subject to (i) bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, voidable preference, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights and remedies generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at equity or at law, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the availability of the remedy of specific performance or injunctive relief.
For purposes of our opinions insofar as they relate to the Subsidiary Guarantors, we have assumed that the obligations of each of the Subsidiary Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Subsidiary Guarantor.
Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, the California General Corporation Law, the Georgia Business Corporation Code, the Illinois Business Corporation Act of 1983, the New York Business Corporation Law, the Ohio General
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Corporation Law and the Texas Business Corporation Act, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us with respect to this opinion under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in 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 promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |
ANNEX A
| Name | State | |
| Adam Transportation Service, Inc. | New York | |
| Ambulance Acquisition, Inc. | Delaware | |
| American Emergency Physicians Management, Inc. | California | |
| American Medical Pathways, Inc. | Delaware | |
| American Medical Response Delaware Valley, LLC | Delaware | |
| American Medical Response Holdings, Inc. | Delaware | |
| American Medical Response Management, Inc. | Delaware | |
| American Medical Response of Colorado, Inc. | Delaware | |
| American Medical Response of Georgia, Inc. | Delaware | |
| American Medical Response of Illinois, Inc. | Delaware | |
| American Medical Response of Inland Empire | California | |
| American Medical Response of North Carolina, Inc. | Delaware | |
| American Medical Response of Oklahoma, Inc. | Delaware | |
| American Medical Response of South Carolina, Inc. | Delaware | |
| American Medical Response of Southern California | California | |
| American Medical Response of Tennessee, Inc. | Delaware | |
| American Medical Response of Texas, Inc. | Delaware | |
| American Medical Response West | California | |
| American Medical Response, Inc. | Delaware | |
| AMR Brockton, L.L.C | Delaware | |
| Associated Ambulance Service, Inc. | New York | |
| Atlantic Ambulance Services Acquisition, Inc. | Delaware | |
| Atlantic/Key West Ambulance, Inc. | Delaware | |
| Atlantic/Palm Beach Ambulance, Inc. | Delaware | |
| Broward Ambulance, Inc. | Delaware | |
| Chatham Coach Lines, Inc. | Delaware | |
| Concorde Adjusters, Inc. | Delaware | |
| Desert Valley Medical Transport, Inc. | California |
| Name | State | |
| EmCare Anesthesia Services, Inc. | Delaware | |
| EmCare Holdings Inc. | Delaware | |
| EmCare of California, Inc. | California | |
| EmCare of Georgia, Inc. | Georgia | |
| EmCare of New York, Inc. | New York | |
| EmCare of Ohio, Inc. | Ohio | |
| EmCare of Texas, Inc. | Texas | |
| EmCare Physician Services, Inc. | Delaware | |
| EmCare Services of Illinois, Inc. | Illinois | |
| EmCare, Inc. | Delaware | |
| EM-CODE Reimbursement Solutions, Inc. | Delaware | |
| Emergency Medicine Education Systems, Inc. | Texas | |
| Emergency Specialists of Arkansas, Inc. II | Texas | |
| First Medical/EmCare Inc. | California | |
| Five Counties Ambulance Service, Inc. | New York | |
| Florida Emergency Partners, Inc. | Texas | |
| Healthcare Administrative Services, Inc. | Delaware | |
| Helix Physicians Management, Inc. | California | |
| Hemet Valley Ambulance Service, Inc. | California | |
| Laidlaw International Finance Corporation, Inc. | Delaware | |
| Laidlaw Medical Transportation, Inc. | Delaware | |
| Laidlaw One, Inc. | Delaware | |
| Laidlaw Transit Holdings, Inc. | Delaware | |
| Laidlaw Transit Services, Inc. | Delaware | |
| Laidlaw Transit, Inc. | Delaware | |
| Laidlaw Medical Holdings, Inc. | Delaware | |
| Laidlaw Transportation Holdings, Inc. | Delaware | |
| Laidlaw Transportation Management Inc. | Ohio | |
| Laidlaw Transportation, Inc. | Delaware |
| Name | State | |
| Laidlaw Two, Inc. | Delaware | |
| Laidlaw USA, Inc. | New York | |
| LifeCare Ambulance Service, Inc. | Illinois | |
| LINC Transportation, LLC | Delaware | |
| Medic One Ambulance Services, Inc. | Delaware | |
| Medic One of Cobb, Inc. | Georgia | |
| Mercy Life Care | California | |
| Metro Ambulance Service (Rural), Inc. | Delaware | |
| Metro Ambulance Service, Inc. | Delaware | |
| Metro Ambulance Services, Inc. | Georgia | |
| Metropolitan Ambulance Service | California | |
| Midwest Ambulance Management Company | Delaware | |
| Mobile Medic Ambulance Service, Inc. | Delaware | |
| Norman Bruce Jetton, Inc. | California | |
| Old STAT, Inc. | Delaware | |
| Pacific Emergency Specialists Management, Inc. | California | |
| Park Ambulance Service Inc. | New York | |
| Physicians & Surgeons Ambulance Service, Inc. | Ohio | |
| Provider Account Management, Inc. | Delaware | |
| Puckett Ambulance Service, Inc. | Georgia | |
| Regional Emergency Services, L.P. | Delaware | |
| S.C. Food Services (U.S.A.), Inc. | Delaware | |
| Seminole County Ambulance, Inc. | Delaware | |
| Springs Ambulance Service, Inc. | California | |
| Sunrise Handicap Transport Corp. | New York | |
| TEK, Inc. | Illinois | |
| The Gould Group, Inc. | Texas | |
| Tifton Management Services, Inc. | Georgia | |
| Troup County Emergency Medical Services, Inc. | Georgia |
| Name | State | |
| Tucker Emergency Services, Inc. | Georgia |
ANNEX B
| Name | State | |
| A1 Leasing, Inc. | Florida | |
| Allied Bus Sales, Inc. | Indiana | |
| American Investment Enterprises, Inc. | Nevada | |
| American Medical Response Mid-Atlantic, Inc. | Pennsylvania | |
| American Medical Response Northwest, Inc. | Oregon | |
| American Medical Response of Connecticut, Incorporated | Connecticut | |
| American Medical Response of Massachusetts, Inc. | Massachusetts | |
| Charles T. Mitchell, Inc. | Hawaii | |
| Coordinated Health Services, Inc. | Pennsylvania | |
| ECEP, Inc. | Missouri | |
| EmCare Contract of Arkansas, Inc. | Arkansas | |
| EmCare of Alabama, Inc. | Alabama | |
| EmCare of Arizona, Inc. | Arizona | |
| EmCare of Colorado, Inc. | Colorado | |
| EmCare of Connecticut, Inc. | Connecticut | |
| EmCare of Florida, Inc. | Florida | |
| EmCare of Hawaii, Inc. | Hawaii | |
| EmCare of Indiana, Inc. | Indiana | |
| EmCare of Iowa, Inc. | Iowa | |
| EmCare of Kentucky, Inc. | Kentucky | |
| EmCare of Louisiana, Inc. | Louisiana | |
| EmCare of Maryland, LLC | Maryland | |
| EmCare of Michigan, Inc. | Michigan | |
| EmCare of Minnesota, Inc. | Minnesota | |
| EmCare of Mississippi, Inc. | Mississippi | |
| EmCare of Missouri, Inc. | Missouri | |
| EmCare of Nevada, Inc. | Nevada | |
| EmCare of New Hampshire, Inc. | New Hampshire | |
| EmCare of New Jersey, Inc. | New Jersey | |
| EmCare of New Mexico, Inc. | New Mexico | |
| EmCare of North Carolina, Inc. | North Carolina | |
| EmCare of North Dakota, Inc. | North Dakota |
| Name | State | |
| EmCare of Oklahoma, Inc. | Oklahoma | |
| EmCare of Oregon, Inc. | Oregon | |
| EmCare of Pennsylvania, Inc. | Pennsylvania | |
| EmCare of Rhode Island, Inc. | Rhode Island | |
| EmCare of South Carolina, Inc. | South Carolina | |
| EmCare of Tennessee, Inc. | Tennessee | |
| EmCare of Vermont, Inc. | Vermont | |
| EmCare of Virginia, Inc. | Virginia | |
| EmCare of Washington, Inc. | Washington | |
| EmCare of West Virginia, Inc. | West Virginia | |
| EmCare of Wisconsin, Inc. | Wisconsin | |
| EmCare Physician Providers, Inc. | Missouri | |
| EmCare Services of Massachusetts, Inc. | Massachusetts | |
| Fountain Ambulance Service, Inc. | Alabama | |
| Hank’s Acquisition Corp. | Alabama | |
| International Life Support, Inc. | Hawaii | |
| Kutz Ambulance Service, Inc. | Wisconsin | |
| Laidlaw Transit Management Company, Inc. | Pennsylvania | |
| LifeFleet Southeast, Inc. | Florida | |
| Medevac Medical Response, Inc. | Missouri | |
| Medevac MidAmerica, Inc. | Missouri | |
| Medi-Car Ambulance Service, Inc. | Florida | |
| Medi-Car Systems, Inc. | Florida | |
| MedLife Emergency Medical Service, Inc. | Alabama | |
| Mercy Ambulance of Evansville, Inc. | Indiana | |
| Mercy, Inc. | Nevada | |
| Paramed, Inc. | Michigan | |
| Physician Account Management, Inc. | Florida | |
| Randle Eastern Ambulance Service, Inc. | Florida | |
| Reimbursement Technologies, Inc. | Pennsylvania | |
| Safe Ride Services, Inc. | Arizona | |
| STAT Physicians, Inc. | Florida | |
| SuTran, Inc. | South Dakota | |
| Tidewater Ambulance Service, Inc. | Virginia |
| Name | State | |
| Van Tran of Tucson, Inc. | Arizona |