Exhibit 5.3
[FOLEY & LARDNER LETTERHEAD]
May 21, 2004
Team Health, Inc. and the Registrants (as defined below)
1900 Winston Road
Knoxville, TN 37919
Re: Registration Statement on Form S-4 filed by Team Health, Inc.
Ladies and Gentlemen:
We have acted and are issuing this opinion letter in our capacity as
special local Florida counsel to each of (i) After Hours Pediatrics, Inc., a
Florida corporation, (ii) Correctional Healthcare Advantage, Inc., a Florida
corporation, (iii) Cullman Emergency Physicians, Inc., a Florida corporation,
(iv) Drs. Sheer, Ahearn & Associates, Inc., a Florida corporation, (v) IMBS,
Inc., a Florida corporation, (vi) InPhyNet Contracting Services, Inc., a Florida
corporation, (vii) InPhyNet Hospital Services, Inc., a Florida corporation,
(viii) InPhyNet South Broward, Inc., a Florida corporation, (ix) Medical
Management Resources, Inc., a Florida corporation, (x) Paragon Contracting
Services, Inc., a Florida corporation, (xi) Paragon Healthcare Limited
Partnership, a Florida limited partnership, (xii) Rosendorf Marguiles Borushok &
Schoenbaum Radiology Associates of Hollywood, Inc., a Florida corporation, and
(xiii) The Emergency Associates for Medicine, Inc., a Florida corporation (the
entities described in subclauses (i) through (x), (xii) and (xiii) above are
hereinafter collectively referred to as the "Corporate Registrants", the entity
described in subclause (xi) above is referred to as the "Limited Partnership
Registrant," and the Corporate Registrants and the Limited Partnership
Registrant are each sometimes referred to as a "Registrant," and are referred to
collectively as the "Registrants"), in connection with the proposed registration
by Team Health, Inc. (the "Issuer") and the Registrants 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 Registrants 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
Registrants 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%
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May 21, 2004
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Senior Subordinated Notes due 2012 (the "Old Notes"), of which $180,000,000 in
aggregate principal amount is outstanding.
In connection with our service as such counsel, we have examined,
reviewed and relied upon originals, or copies certified or otherwise
authenticated to our satisfaction, of each of the following items:
(a) the Indenture;
(b) the Registration Statement;
(c) the forms of the Exchange Notes;
(d) the (i) Articles of Incorporation of each of the Corporate
Registrants, as certified by the Secretary of State of the State of
Florida dated on or about March 10, 2004; (ii) Certificates of
Status of each of the Corporate Registrant from the State of Florida
dated on or about March 10, 2004; and (iii) the Bylaws of each of
the Corporate Registrants as certified to us by an officer of each
of the Corporate Registrants;
(e) the (i) Certificate of Limited Partnership of the Limited
Partnership Registrant, as certified by the Secretary of State of
the State of Florida dated on or about March 10, 2004; and (ii)
Certificate of Status of the Limited Partnership Registrant from the
State of Florida dated on or about March 10, 2004;
(f) minutes and records of the corporate proceedings of each of the
Registrants with respect to the authorization and approval of the
Indenture; and
(g) such other records, certificates and documents as we have deemed
necessary or appropriate in order to deliver the opinions set forth
herein.
(The documents referred to in subclauses (a) through (c), inclusive, above are
sometimes referred to collectively hereinafter as the "Loan Documents.")
In connection with the following opinions, we have not examined any
other documents or made any other factual inquiry. In rendering our opinions set
forth below, we have relied as to factual matters solely upon our review of the
foregoing documents, without inquiry or independent investigation. As to the
organization, valid existence, and active status of each of the Registrants
under the laws of the State of Florida, we have relied on the certificates from
the Florida Secretary of State, specified in (d) and (e) above, which we assume
remain accurate as of the date of this letter.
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
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May 21, 2004
Page 3
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 Registrants, the legal capacity of natural persons, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Registrants. 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
Registrants and others.
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) federal and state laws governing securities, usury,
taxation, or the regulation of the health care industry.
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. Each of the Corporate Registrants has the requisite corporate power
and authority to execute and deliver the Indenture and to perform its
obligations thereunder.
2. The Limited Partnership Registrant has the requisite partnership
power and authority to execute and deliver the Indenture and to perform its
obligations thereunder
3. The execution and delivery of the Indenture by each of the Corporate
Registrants and the performance of its obligations thereunder, has been duly
authorized by each such Corporate Registrant, and does not conflict with the
articles of incorporation, bylaws or any applicable provision of Florida law or
require any consent of any Florida governmental authority.
4. The execution and delivery of the Indenture by the Limited
Partnership Registrant and the performance of its obligations thereunder, has
been duly authorized by the Limited Partnership Registrant, and does not
conflict with the certificate of limited partnership or any applicable
provision of Florida law or require any consent of any Florida governmental
authority.
We hereby consent to the filing of this opinion as Exhibit 5.3 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.
This opinion is limited to the internal laws of the State of
Florida, and we express no opinion as to the laws of any other state, federal
laws of the United States or 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
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May 21, 2004
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supplement this opinion should the present laws of the State of Florida be
changed by legislative action, judicial decision or otherwise. This opinion
letter speaks only as of the date hereof and to its addressee and we have no
responsibility or obligation to update this opinion, to consider its
applicability or correctness to other than its addressee, or to take into
account changes in law, facts or any other developments of which we may later
become aware.
Very truly yours,
/s/ Foley & Lardner LLP
FOLEY & LARDNER LLP