EXHIBIT 5.2
May 25, 2004
Daniel & Yeager, Inc.
c/o Team Health, Inc.
1900 Winston Road
Knoxville, TN 37919
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Alabama
legal counsel to Daniel & Yeager, Inc., an Alabama corporation (the
"Registrant"), in connection with the proposed registration by Team Health, Inc.
(the "Issuer") and the Registrant of $180,000,000 in aggregate principal amount
of the Issuer's 9% Senior Subordinated Exchange Notes due 2012 (the "Exchange
Notes") pursuant to a Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement." We have been advised that the obligations of the Issuer under the
Exchange Notes will be guaranteed by the Registrant and the other guarantors in
accordance with the terms of the Indenture (the "Guarantees"). The Exchange
Notes and the Guarantees are to be issued pursuant to the Indenture (as amended
and supplemented from time to time, the "Indenture"), dated as of March 23, 2004
by and among the Issuer, the Registrant and the other Guarantors party thereto
and The Bank of New York, as trustee. We have been advised that the Exchange
Notes and the Guarantees are to be issued in exchange for and in replacement of
the Issuer's unregistered 9% Senior Subordinated Notes due 2012 (the "Old
Notes"), of which $180,000,000 in aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the articles of incorporation and bylaws of the
Registrant as are currently in effect, (ii) minutes and records of the corporate
proceedings of the Registrant with respect to the authorization and approval of
the Indenture, (iii) the Indenture, (iv) the Registration Statement, (v) the
forms of Exchange Notes and (vi) such other records, certificates and documents
as we have deemed necessary or appropriate in order to deliver the opinions set
forth herein.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant, the legal capacity of natural
persons, and the due authorization, execution and delivery of all documents by
the parties thereto other than the Registrant. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Registrant and others.
We have represented the Registrant only in connection with the
preparation and delivery of this letter in connection with the Indenture and, as
a result, are not familiar with the business, operations,
properties or activities of the Registrant or any contractual obligations,
instruments, agreements, laws, rules, regulations, orders or decrees applicable
to the Registrant or any of its business or properties or activities. We have
not undertaken any research for purposes of determining whether the Registrant
or any of the transactions that may occur in connection with the Indenture is
subject to any law or other governmental requirement other than to those laws
and requirements which in our experience would generally be recognized as
applicable both to general business corporations that are not engaged in
regulated business activities and to transactions of the type contemplated by
the Indenture.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, and (iv) Alabama securities laws.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The Registrant has the requisite corporate power and authority
to execute and deliver the Indenture and to perform its obligations thereunder.
(2) The execution and delivery of the Indenture by the Registrant
and the performance of its obligations thereunder have been duly authorized by
the Registrant, and does not conflict with the articles of incorporation, bylaws
or any applicable provision of Alabama law or require any consent of any Alabama
governmental authority.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" 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 the rules and regulations of
the Commission.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of Alabama and the Alabama case law
decided thereunder as it presently exists, and we express no opinion as to the
laws of any other state, federal laws of the United States of America, or other
jurisdiction.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Alabama be changed by legislative action, judicial decision
or otherwise.
Sincerely,
HASKELL SLAUGHTER YOUNG &
REDIKER, LLC
By /s/ Robert E. Lee Garner
____________________________________
Robert E. Lee Garner
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