Exhibit 5.6
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
December 23, 2014
AmSurg Corp.
1A Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
We have acted as counsel to AmSurg Corp. (the “Company”), and the Tennessee/Delaware Subsidiary Guarantors (as defined below), each organized and existing under the laws of the States of Tennessee or Delaware, as applicable, 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 $1,100,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2022 (the “Exchange Notes”) that are to be unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future direct and indirect subsidiaries, including the Tennessee and Delaware entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Tennessee/Delaware Subsidiary Guarantors”). The Exchange Notes are to be issued pursuant to an indenture, dated as of July 16, 2014, by and between AmSurg Escrow Corp. and U.S. Bank National Associaton, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of July 16, 2014, by and between the Company and the Trustee, as supplemented further by the Supplemental Indenture, dated as of July 16, 2014, by and among the Company, the guarantors party thereto and the Trustee and as further supplemented by such supplemental indentures executed by and among the Company, the Trustee and the guarantors party thereto, respectively (collectively, the “Indenture”).
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 2022 in accordance with the terms of a Registration Rights Agreement, dated as of July 16, 2014, by and among Escrow Corp, the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the parties named therein as the initial purchasers (“Citigroup”), and the related Registration Rights Joinder, dated as of July 16, 2014, by and among Citigroup and the guarantors party thereto and such other related registration rights joinders entered thereafter by and among Citigroup and the guarantors party thereto (collectively, the “Registration Rights Agreement”).
In rendering our opinions herein, we have relied with respect to factual matters, upon the certificate with respect to various factual matters signed by an officer of each of the Company and the Tennessee/Delaware Subsidiary Guarantors and dated the date of this opinion (the “Officers’ Certificate”), and certificates of public officials referred to below. In addition, we have reviewed and relied upon such corporate or other organizational documents of the Company and the Tennessee/Delaware Subsidiary Guarantors and such other records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:
| | (i) | the articles of incorporation, charter, articles of organization, certificate of formation, bylaws, limited liability company agreement, operating agreement and partnership agreement or the equivalents thereto, as applicable, for each Tennessee/Delaware Subsidiary Guarantor; |
December 23, 2014
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| | (ii) | the Officers’ Certificate; |
| | (iii) | Certificate of Good Standing for each of the Company and each of the Tennessee/Delaware Subsidiary Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date; |
| | (iv) | the Registration Rights Agreement; |
| | (vi) | the form of Exchange Notes; |
| | (vii) | the Registration Statement; and |
| | (viii) | the prospectus contained within the Registration Statement (the “Prospectus”). |
In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic copies, the legal capacity of all natural persons, and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto and (ii) have been duly authorized, executed and delivered by each party thereto (other than the Company or the Tennessee/Delaware Subsidiary Guarantors).
Except as expressly set forth in this opinion letter, we 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 us in connection with the transactions contemplated by the Registration Statement.
The opinions expressed herein are limited in all respects to the laws of the State of Tennessee, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein, (ii) the bylaws, rules or regulations of the Financial Industry Regulatory Authority, Inc. or (iii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
We have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of the Company or the Tennessee/Delaware Subsidiary Guarantors.
With regard to our opinion in paragraph 1 below with respect to the Company’s and the Tennessee/Delaware Subsidiary Guarantors’ good standing, we have based our opinions solely upon examination of certificates of good standing issued by the Tennessee Secretary of State and the Delaware Secretary of State, as applicable, as of a recent date.
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Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(1) Each of the Company and the Tennessee/Delaware Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.
(2) The Company has the requisite corporate power under the laws of the State of Tennessee to execute, deliver and perform its obligations under the Indenture and the Exchange Notes and to issue the Exchange Notes.
(3) The execution and delivery by the Company of the Indenture and the performance of its obligations thereunder, including the issuance of the Exchange Notes, have been duly authorized by the Company.
(4) Each of the Tennessee/Delaware Subsidiary Guarantors has the requisite corporate, limited liability company, or partnership power, as applicable, under the laws of its state of incorporation or formation, as applicable, to execute, deliver and perform its obligations under the Indenture, including the guarantee of the Exchange Notes.
(5) The execution and delivery by each of the Tennessee/Delaware Subsidiary Guarantors of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by each of the Tennessee/Delaware Subsidiary Guarantors.
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.
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 such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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| Very truly yours, |
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| /s/ Bass, Berry & Sims PLC |
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| Bass, Berry & Sims PLC |
Schedule I
Tennessee/Delaware Subsidiary Guarantors
| | |
| Entity | | Jurisdiction |
| |
| AmSurg Corp. | | Tennessee |
| AmSurg Holdings, Inc. | | Delaware |
| 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 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 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 |
| 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 |
| Kenwood NSC, LLC | | Tennessee |
| Towson NSC, LLC | | Tennessee |
| | |
| NSC West Palm, LLC | | Tennessee |
| Tampa Bay NSC, LLC | | Tennessee |
| Coral Springs NSC, LLC | | Tennessee |
| Weston NSC, LLC | | Tennessee |
| AmSurg Fresno CA, Inc. | | Tennessee |
| AmSurg Colton CA, Inc. | | Tennessee |
| AmSurg Finance, Inc. | | Tennessee |
| AmSurg Fresno Endoscopy, Inc. | | Tennessee |
| AmSurg Temecula II, Inc. | | Tennessee |
| SHI II, LLC | | Tennessee |
| All Women’s Healthcare Holdings, Inc. | | Delaware |
| FMO Healthcare Holdings, Inc. | | Delaware |
| Sheridan Healthcare, Inc. | | Delaware |
| Sheridan Holdings, Inc. | | Delaware |
| Sheridan InvestCo, LLC | | Delaware |
| Sheridan Radiology Services, Inc. | | Delaware |
| Sunbeam Asset LLC | | Delaware |
| Sunbeam Intermediate Holdings, Inc. | | Delaware |
| Sunbeam Primary Holdings, Inc. | | Delaware |
| Sheridan Children’s Healthcare Services of Tennessee, P.C. | | Tennessee |
