Exhibit 5.4
C. KELLY LETTERHEAD
April 22, 2013
AmSurg Corp.
20 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
| Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
I am the general counsel for AmSurg Corp. (the “Company”). This opinion is furnished to you in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission and relating to the registration under the Securities Act of 1933, as amended, of the offer and exchange of up to $250,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2020 (the “Exchange Notes”) that are to be guaranteed on an unsecured basis (the “Guarantees”) by the subsidiaries of the Company listed on Schedule I attached hereto (the “Guarantors”) (the Guarantor organized under the laws of Texas set forth on Schedule I attached hereto being referred to herein as the “Texas Guarantor”). The Exchange Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of November 20, 2012, by and among the Company, Guarantors and U.S. Bank National Association as trustee (the “Trustee”).
The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2020, in accordance with the terms of a Registration Rights Agreement, dated as of November 20, 2012 by and among the Company, the Guarantors and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of the initial purchasers listed therein (the “Registration Rights Agreement”).
In rendering the opinions herein, I have relied with respect to factual matters, upon the General Partner’s Certificate (defined below), statements and representations of representatives of the Texas Guarantor and a certificate of public officials referred to below. In addition thereto, I have reviewed and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for rendering my opinions, including, without limitation, the following:
(i) the certificate of limited partnership and limited partnership agreement for the Texas Guarantor;
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April 22, 2013
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(ii) the certificate with respect to various factual matters signed by the general partner of the Texas Guarantor and dated the date of this opinion (the “General Partner’s Certificate”);
(iii) the Registration Rights Agreement;
(iv) the Indenture;
(v) the Guarantees;
(vi) the Form of T-1 of the Trustee filed as an exhibit to the Registration Statement;
(vii) the form of Exchange Notes; and
(viii) the Registration Statement.
In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. I have assumed that all documents I have reviewed are the valid and binding obligations of and enforceable against the parties thereto and the due authorization, execution and delivery of all documents by all of the parties thereto (other than the Texas Guarantor) where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
I have assumed that (i) all executed written factual statements, instruments, and other documents that I have relied upon in rendering this opinion have been executed by persons with legal capacity to execute such documents, (ii) all deliveries required to be made as a condition precedent to the obligations of the Texas Guarantor by the Indenture have been made or that appropriate parties have lawfully waived such delivery, and (iii) the Trustee or an authenticating agent for the Trustee will duly authenticate the Exchange Notes pursuant to the Indenture. Except as expressly set forth in this letter, I have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to me in connection with the transactions contemplated by the Registration Statement.
The opinions expressed herein are limited in all respects to the Texas Business Organizations Code and no opinion is expressed with respect to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America, or any effect which such laws may have on the opinions expressed herein.
I have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to my knowledge of the existence or absence of any such facts should be drawn from the fact of my representation of the Texas Guarantor. Without limiting the foregoing, I have not searched any electronic databases or the dockets of any court, administrative body or regulatory or government agency or any other filing office in any jurisdiction.
AmSurg Corp.
April 22, 2013
Page 3
With regard to my opinion in paragraph 1 below with respect to the Texas Guarantor’s good standing, I have based my opinion solely upon examination of the Certificate of Account Status issued by the Comptroller of Public Accounts of the State of Texas and the Certificate of Fact issued by the Texas Secretary of State as of a recent date.
Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is my opinion that:
(1) The Texas Guarantor is validly existing as a limited partnership in good standing under the laws of the State of Texas.
(2) The Texas Guarantor has the limited partnership power to execute, deliver and perform its obligations under the Indenture and the Guarantee.
(3) The Guarantee of the Texas Guarantor has been duly authorized by all necessary limited partnership action by the Texas Guarantor.
This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.
I 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 my name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Yours very truly, |
| /s/ Christopher R. Kelly, Esq. |
| General Counsel to AmSurg Corp. |
| State Bar of Texas Number 24047505 |
Schedule I
Exact Name of Registrant Guarantor as Specified in its Organizational Documents | State or | |
| AmSurg Holdings, Inc. | Tennessee | |
| AmSurg Anesthesia Management Services, LLC | Tennessee | |
| AmSurg EC Topeka, Inc. | Tennessee | |
| AmSurg EC St. Thomas, Inc. | Tennessee | |
| AmSurg EC Beaumont, Inc. | Tennessee | |
| AmSurg KEC, Inc. | Tennessee | |
| AmSurg EC Santa Fe, Inc. | Tennessee | |
| AmSurg EC Washington, Inc. | Tennessee | |
| AmSurg Torrance, Inc. | Tennessee | |
| AmSurg Abilene, Inc. | Tennessee | |
| AmSurg Suncoast, Inc. | Tennessee | |
| AmSurg Lorain, Inc. | Tennessee | |
| AmSurg La Jolla, Inc. | Tennessee | |
| AmSurg Hillmont, Inc. | Tennessee | |
| AmSurg Palmetto, Inc. | Tennessee | |
| AmSurg Northwest Florida, Inc. | Tennessee | |
| AmSurg Ocala, Inc. | Tennessee | |
| AmSurg Maryville, Inc. | Tennessee | |
| AmSurg Miami, Inc. | Tennessee | |
| AmSurg Burbank, Inc. | Tennessee | |
| AmSurg Melbourne, Inc. | Tennessee | |
| AmSurg El Paso, Inc. | Tennessee | |
| AmSurg Crystal River, Inc. | Tennessee | |
| AmSurg Abilene Eye, Inc. | Tennessee | |
| AmSurg Inglewood, Inc. | Tennessee | |
| AmSurg Glendale, Inc. | Tennessee | |
| AmSurg San Antonio TX, Inc. | Tennessee | |
| AmSurg San Luis Obispo CA, Inc. | Tennessee | |
| AmSurg Temecula CA, Inc. | Tennessee | |
| AmSurg Escondido CA, Inc. | Tennessee | |
| AmSurg Scranton PA, Inc. | Tennessee | |
| AmSurg Arcadia CA Inc. | Tennessee | |
| AmSurg Main Line PA, Inc. | Tennessee | |
| AmSurg Oakland CA, Inc. | Tennessee | |
| AmSurg Lancaster PA, Inc. | Tennessee | |
| AmSurg Pottsville PA, Inc. | Tennessee | |
| AmSurg Glendora CA, Inc. | Tennessee | |
| AmSurg Kissimmee FL, Inc. | Tennessee | |
| AmSurg Altamonte Springs FL, Inc. | Tennessee | |
| AmSurg New Port Richey FL, Inc. | Tennessee | |
| AmSurg EC Centennial, Inc. | Tennessee | |
| AmSurg Naples, Inc. | Tennessee | |
| Illinois NSC, Inc. | Tennessee | |
| NSC Healthcare, Inc. | Tennessee | |
| NSC RBO West, LLC | Tennessee |
Exact Name of Registrant Guarantor as Specified in its Organizational Documents | State or | |
| NSC RBO East, LLC | Tennessee | |
| Long Beach NSC, LLC | Tennessee | |
| Torrance NSC, LLC | Tennessee | |
| Davis NSC, LLC | Tennessee | |
| Fullerton NSC, LLC | Tennessee | |
| San Antonio NSC, LLC | Tennessee | |
| Austin NSC, LLC | Tennessee | |
| Twin Falls NSC, LLC | Tennessee | |
| Ardmore NSC, LLC | Tennessee | |
| Kenwood NSC, LLC | Tennessee | |
| Towson NSC, LLC | Tennessee | |
| Wilton NSC, LLC | Connecticut | |
| NSC West Palm, LLC | Tennessee | |
| Tampa Bay NSC, LLC | Tennessee | |
| Coral Springs NSC, LLC | Tennessee | |
| Weston NSC, LLC | Tennessee | |
| AmSurg Fresno CA, Inc. | Tennessee | |
| Austin NSC, L.P. | Texas | |
| AmSurg Colton CA, Inc. | Tennessee | |
| AmSurg Rockledge FL Anesthesia, LLC | Tennessee |