Exhibit 5.1
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| | | | | | DLA Piper LLP (US) 200 South Biscayne Boulevard Suite 2500 Miami, Florida 33131-5341 www.dlapiper.com T 305.423.8500 F 305.437.8131 |
May 30, 2019
MEDNAX, Inc.
1301 Concord Terrace
Sunrise, Florida 33323
Re: Registration Statement on FormS-8 for the MEDNAX, Inc. Amended and Restated 2008 Incentive Compensation Plan
Ladies and Gentlemen:
On or about the date hereof, MEDNAX, Inc., a Florida corporation (the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormS-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offering and sale by the Company of up to an additional 8,275,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be issued under the MEDNAX, Inc. Amended and Restated 2008 Incentive Compensation Plan (the “Plan”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have also assumed that the offer and sale of shares of Common Stock complies and will comply in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plan. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that assuming that (i) the Company maintains an adequate number of authorized and unissued shares of Common Stock available for issuance pursuant to the Plan and (ii) the consideration, if any, required to be paid in connection with the issuance of underlying shares of Common Stock issued pursuant to the Plan is actually received by the Company as provided in the Plan, the shares of Common Stock issued pursuant to the Plan will be duly authorized, validly issued, fully paid and nonassessable.
This opinion is rendered solely in connection with the transactions covered hereby. This opinion may not be relied upon for any other purpose, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.
The opinions expressed herein are specifically limited to the laws of the State of Florida and the federal laws of the United States of America and speak only as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
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| Sincerely, |
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| /s/ DLA Piper LLP (US) |
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