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                                                                     Exhibit 8.1
To Call Writer Direct:
 212 446-4800

                                January 5, 2000


Team Health, Inc.
1900 Winston Road
Knoxville, TN 37919

         Re:      Offer by Team Health, Inc. to Exchange any and all of Its
                  Outstanding Series A 12% Senior Subordinated Notes Due 2009
                  for Its Series B 12% Senior Subordinated Notes Due 2009


         We have acted as counsel to Team Health, Inc. (the "Company") in
connection with its offer (the "Exchange Offer") to exchange any and all of its
Series A 12% Senior Subordinated Notes Due 2009 (the "Old Securities") for its
Series B 12% Senior Subordinated Notes Due 2009 (the "New Securities").

         You have requested our opinion as to certain United States federal
income tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon Amendment No. 3 to the Company's Registration Statement
on Form S-4, filed with the Securities and Exchange Commission on January 5,
2000 (the "Registration Statement"), and such other documents as we deemed
necessary.

         On the basis of the foregoing, it is our opinion that the exchange of
the Old Securities for the New Securities pursuant to the Exchange Offer will
not be treated as an "exchange" for United States federal income tax purposes,
because the New Securities will not be considered to differ materially in kind
or extent from the Old Securities. Rather, the New Securities received by a
holder will be treated as a continuation of the Old Securities in the hands of
that holder. Accordingly, there will be no federal income tax consequences to
holders solely as a result of the exchange of the Old Securities for New
Securities under the Exchange Offer.

         The opinion set forth above is based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated or proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures,
and announcements, existing judicial decisions and other applicable authorities.
No tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on



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Team Health, Inc.
January 5, 2000
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the IRS. Hence, no assurance can be given that the opinion stated in this letter
will not be successfully challenged by the IRS or that a court would reach the
same conclusion. We express no opinion concerning any tax consequences of the
Exchange Offer except as expressly set forth above.

         We consent to the filing of this opinion as an exhibit to the
registration statement, to the reference to this firm and the inclusion of our
opinion in the section entitled "United States Federal Income Tax
Considerations" in the registration statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,



                                                     /s/ Kirkland & Ellis