Exhibit 5.1
August 26, 2022
U.S. Physical Therapy, Inc.
1300 West Sam Houston Parkway South, Suite 300
Houston, Texas 77042
Re: | U.S. Physical Therapy, Inc. Registration Statement on Form S-8; | |
2003 Stock Incentive Plan, as amended and restated effective March 26, 2016, | ||
and as further amended by that certain First Amendment to the 2003 Stock | ||
Incentive Plan adopted May 17, 2022 |
We have acted as special Nevada counsel to U.S. Physical Therapy, Inc., a Nevada corporation (the “Company”), in connection with the Company’s filing on the date hereof with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of an additional 500,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable pursuant to the Company’s 2003 Incentive Plan, as amended and restated effective March 26, 2016, and as further amended by a First Amendment adopted as of May 17, 2022 (as so amended, the “Plan”).
In connection with rendering this opinion, we have examined or are familiar with the Articles of Incorporation of the Company, as amended to the date hereof, the Bylaws of the Company, as amended to the date hereof, the corporate proceedings with respect to the authorization of the Registration Statement, and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the Registration Statement and the aforesaid records, certificates and documents.
We assume that the Company has sufficient unissued and unreserved shares of Common Stock and (or will validly amend the Company’s Articles of Incorporation to authorize a sufficient number of shares of Common Stock prior to the issuance thereof) available for issuance as provided in the Registration Statement and any related amendment thereto or prospectus supplement.
Based upon such examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plan, be validly issued, fully paid and nonassessable outstanding shares of Common Stock.
U.S. Physical Therapy Inc. August 26, 2022 Page 2 |
This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that this Firm is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty to advise you regarding any changes in the matters addressed herein.
Very truly yours, | |||
WOODBURN AND WEDGE | |||
By: | /s/ Shawn G. Pearson | ||
Shawn G. Pearson |