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[FADELL CHENEY BURT LETTERHEAD]
April 17, 2000 Direct Line: (602) 257-5614
IASIS Healthcare Corporation
Biltmore Surgery Center, Inc.
113 Seaboard Lane, Suite A-200
Franklin, Tennessee 37067
Re: Offer for All Outstanding 13% Senior Subordinated Notes Due 2009 of
IASIS Healthcare Corporation in Exchange for 13% Senior Subordinated
Exchange Notes Due 2009 of IASIS Healthcare Corporation - Registration
Statement on Form S-4 (File No. 333-94521)
Ladies and Gentlemen:
We have acted as special Arizona counsel to IASIS Healthcare Corporation, a
Delaware corporation ("IASIS"), and Biltmore Surgery Center, Inc., an Arizona
corporation and a wholly owned subsidiary of IASIS (the "Company"), in
connection with the public offering of up to $230,000,000.00 aggregate
principal amount of 13% Senior Subordinated Notes Due 2009 of IASIS (the "New
Notes") which are to be guaranteed on an unsecured senior subordinated basis
pursuant to guarantees (the "Guarantees") by each of the wholly owned
subsidiaries of IASIS, as set forth on Schedule I attached hereto (the
subsidiary guarantors set forth on Schedule I attached hereto being
collectively referred to herein as the "Guarantors"). The New Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a
like principal amount and denomination of the issued and outstanding 13% Senior
Subordinated Notes due 2009 of IASIS (the "Old Notes"), as contemplated by the
Registration Rights Agreement, dated as of October 15, 1999 (the "Registration
Rights Agreement"), by and among IASIS, the Guarantors and J.P. Morgan
Securities Inc. The Old Notes were issued, and the New Notes will be issued,
under an Indenture, dated as of October 15, 1999, by and among IASIS, the
Guarantors and The Bank of New York, as Trustee (the "Trustee"), as
supplemented by a Supplemental Indenture, dated as of October 25, 1999, and a
Supplemental Indenture, dated as of November 4, 1999 (such Indenture, as
supplemented to date, being hereinafter referred to as the "Indenture").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
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IASIS Healthcare Corporation
Biltmore Surgery Center, Inc.
April 17, 2000
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) an executed copy of the
Indenture; (ii) an executed copy of the Guarantee to which the Company is a
party (the "Arizona Guarantee"); (iii) the Articles of Incorporation of the
Company, as currently in effect; (iv) the By-Laws of the Company, as currently
in effect; and (v) certain resolutions adopted by the Board of Directors of the
Company relating to, among other things, the issuance of the Arizona Guarantee,
the Indenture and related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the genuineness of all signatures (other
than those of the Company and its officers), the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
facsimile or photostatic copies, and the authenticity of the originals of such
copies. As to any fact material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations of IASIS
and the Company and their respective officers and other representatives and of
public officials.
In rendering the opinion expressed below, we have assumed, without any
independent investigation or verification of any kind, that:
(a) each of the Indenture, the Notes, the Arizona Guarantee and the
Registration Rights Agreement has been duly authorized, executed and delivered
by each party thereto (other than the Company); and
(b) each of the Indenture, the Notes, the Arizona Guarantee and the
Registration Rights Agreement constitutes the valid and binding obligation of
each party thereto (other than the Company), enforceable against such party in
accordance with its terms.
Members of this firm are admitted to the Bar of the State of Arizona and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the State of Arizona.
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IASIS Healthcare Corporation
Biltmore Surgery Center, Inc.
April 17, 2000
Based upon and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth therein, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Arizona.
2. The Company has the corporate power and authority to execute, deliver
and perform all of its obligations under the Indenture and the Arizona
Guarantee.
3. The execution and delivery of each of the Indenture and the Arizona
Guarantee and the consummation by the Company of the transactions
contemplated thereby have been duly authorized by all requisite
corporate action on the part of the Company.
4. The execution and delivery by the Company of the Indenture and the
Arizona Guarantee and the performance by the Company of its
obligations thereunder do not and will not violate, conflict with or
constitute a breach or default under the Articles of Incorporation or
the Bylaws of the Company.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to this
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Cynthia V. Cheney
Cynthia V. Cheney
FOR THE FIRM
/cml
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Schedule I
List of Guarantors
Baptist Joint Venture Holdings, Inc., a Delaware corporation
Beaumont Hospital Holdings, Inc., a Delaware corporation
Biltmore Surgery Center Holdings, Inc., a Delaware corporation
ClinCare of Utah, Inc., a Delaware corporation
Davis Hospital & Medical Center, Inc., a Delaware corporation
Davis Surgical Center Holdings, Inc., a Delaware corporation
First Choice Physicians Network Holdings, Inc., a Delaware corporation
Health Choice Arizona, Inc., a Delaware corporation
IASIS Healthcare Holdings, Inc., a Delaware corporation
IASIS Management Company, a Delaware corporation
Jordan Valley Hospital, Inc., a Delaware corporation
Metro Ambulatory Surgery Center, Inc., a Delaware corporation
Pioneer Valley Health Plan, Inc., a Delaware corporation
Pioneer Valley Hospital, Inc., a Delaware corporation
Rocky Mountain Medical Center, Inc., a Delaware corporation
Salt Lake Regional Medical Center, Inc., a Delaware corporation
Sandy City Holdings, Inc., a Delaware corporation
Southridge Plaza Holdings, Inc., a Delaware corporation
SSJ St. Petersburg Holdings, Inc., a Delaware corporation
Memorial Hospital of Tampa, LP, a Delaware limited partnership
Mesa General Hospital, LP, a Delaware limited partnership
Odessa Regional Hospital, LP, a Delaware limited partnership
Palms of Pasadena Hospital, LP, a Delaware limited partnership
Southwest General Hospital, LP, a Delaware limited partnership
St. Luke's Medical Center, LP, a Delaware limited partnership
St. Luke's Behavioral Hospital, LP, a Delaware limited partnership
Tempe St. Luke's Hospital, LP, a Delaware limited partnership
Town & Country Hospital, LP, a Delaware limited partnership
Biltmore Surgery Center, Inc., an Arizona corporation
IASIS Healthcare MSO Sub of Salt Lake City, LLC, a Utah limited liability
company
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