Exhibit 5.2
Christian G. Koelbl, III
Partner
Direct Dial: 716-848-1256
ckoelbl@hodgsonruss.com
April 22, 2013
AmSurg Corp.
20 Burton Hills Boulevard
Suite 500
Nashville, TN 37215
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as New York counsel to AmSurg Corp. (the “Company”) and affiliates of the Company solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, providing any legal or other advice) in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of the offer and exchange of up to $250,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes Due 2020 (collectively the “Exchange Notes”) that are to be subject to Notations of Guarantee by the subsidiaries of the Company listed on Exhibit A attached to this letter (collectively the “Guarantors”) (collectively the “Exchange Notes Guarantees”), are to be issued pursuant to an Indenture, dated as of November 20, 2012, among the Company, the Guarantors and U.S. Bank National Association, as trustee, (the “Indenture”) and are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.675% Senior Notes Due 2020 (the “Exchange Offer”) in accordance with the terms of a Registration Rights Agreement, dated as of November 20, 2012, among the Company, the Guarantors and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of various initial purchasers (the “Registration Rights Agreement”).
The opinions set forth in this letter are subject to the following qualifications:
1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) executed copies of the Registration Rights Agreement and the Indenture and (ii) forms of the Exchange Notes and the Exchange Notes Guarantees (collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not
The Guaranty Building ¿ 140 Pearl Street ¿ Suite 100 ¿ Buffalo, New York 14202-4040 ¿ telephone 716.856.4000 ¿ facsimile 716.849.0349
Albany¿ Boca Raton¿ Buffalo¿ Johnstown¿ New York¿ Palm Beach¿ Toronto¿ www.hodgsonruss.com
AmSurg Corp. April 22, 2013 Page 2 | |
limited to, (a) any review of any of the files and other records of the Company, any affiliate of the Company or any court or other governmental authority, (b) any review of any of our files and other records, (c) any inquiry of any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company or any affiliate of the Company or (d) any inquiry of any past or present attorney of ours).
2. We do not express any opinion concerning any law other than New York Law.
3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.
4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.
Subject to the qualifications set forth in this letter, it is our opinion that:
1. Assuming that the Indenture has been duly and validly authorized, executed and delivered by each party thereto (including, but not limited to, the Company and the Guarantors), the Indenture is a valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
2. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture, the Registration Rights Agreement and the Exchange Offer, when duly and validly executed and delivered by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
AmSurg Corp. April 22, 2013 Page 3 | |
3. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes Guarantees have been duly and validly authorized and executed by the Guarantors, when the Exchange Notes have been duly and validly executed by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.
We consent to the filing of this letter 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 such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | ||
| HODGSON RUSS LLP | ||
| By | /s/ Christian G. Koelbl, III | |
| Christian G. Koelbl, III | ||
Exhibit A
Guarantors
Name of Guarantor | State of Organization | |
| 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 |
The Guaranty Building ¿ 140 Pearl Street ¿ Suite 100 ¿ Buffalo, New York 14202-4040 ¿ telephone 716.856.4000 ¿ facsimile 716.849.0349
Albany¿ Boca Raton¿ Buffalo¿ Johnstown¿ New York¿ Palm Beach¿ Toronto¿ www.hodgsonruss.com
Name of Guarantor | State of Organization | |
| AmSurg EC Centennial, Inc. | Tennessee | |
| AmSurg Naples, Inc. | Tennessee | |
| Illinois NSC, Inc. | Tennessee | |
| NSC Healthcare, Inc. | Tennessee | |
| NSC RBO West, LLC | Tennessee | |
| 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 |