Exhibit 5.1
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
November 5, 1997
Physician Sales & Service, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Re: Physician Sales & Service, Inc. -- Registration Statement on Form
S-4 with respect to 8-1/2% Senior Subordinated Notes due 2007 in
exchange for 8-1/2% Senior Subordinated Notes Due 2007, which
have been registered under the Securities Act of 1933, as amended
Gentlemen:
We have acted as counsel to Physician Sales & Service, Inc., a Florida
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of $125,000,000 aggregate principal amount
of 8-1/2% Senior Subordinated Notes due 2007 (the "Exchange Notes"), pursuant to
a Registration Statement on Form S-4 (the "Registration Statement"). The
Exchange Notes will be issued pursuant to the terms of the Indenture, dated
October 7, 1997, between the Company and SunTrust Bank, Central Florida,
National Association ("SunTrust"), as trustee (the "Indenture"), in exchange for
(the "Exchange Offer") the identical principal amount of any and all of the
Company's outstanding 8-1/2% Senior Subordinated Notes due 2007, which are not
registered under the Securities Act of 1933, as amended (the "Private Notes").
In connection with the foregoing, we have examined the Company's
Articles of Incorporation and Bylaws, the corporate proceedings taken by the
Company to authorize the offering, sale and issuance of the Private Notes and
the Exchange Notes, the Indenture (including the form of the Exchange Notes),
and the Registration Statement. We also have examined and relied upon such
other records, documents and other instruments in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that the Exchange Notes
and the Guarantees thereof have been duly authorized and, when issued and
exchanged for the Private Notes in accordance with the terms of the Exchange
Offer described in the Prospectus included in the Registration Statement, will
be validly issued and binding obligations of the Company and the Guarantors.
We are licensed to practice law in the State of Georgia and before the
federal courts having jurisdiction in Georgia, and we express no opinion with
respect to the laws of any jurisdiction other than the State of Georgia, the
State of Florida, the State of New York and the federal laws of the United
States of America. As to matters of Florida law and certain matters of New York
law, we have relied solely on the opinions of local counsel.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
ALSTON & BIRD LLP
BY: /s/ J. Vaughan Curtis
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J. Vaughan Curtis, A Partner
JVC:sac
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