Exhibit 5.8
May 21, 2004
Team Health, Inc.
Clinic Management Services, Inc.
Emergency Coverage Corporation
Med:Assure Systems, Inc.
Southeastern Emergency Physicians, Inc.
Southeastern Emergency Physicians of Memphis, Inc.
Team Anesthesia, Inc.
Team Health Financial Services, Inc.
Team Health Billing Services, L.P.
1900 Winston Road, Suite 300
Knoxville, Tennessee 37919
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We serve as Tennessee counsel for Team Health, Inc. (the "Issuer"), Clinic
Management Services, Inc., Emergency Coverage Corporation, Med:Assure Systems,
Inc., Southeastern Emergency Physicians, Inc., Southeastern Emergency Physicians
of Memphis, Inc., Team Anesthesia, Inc., Team Health Financial Services, Inc.
and Team Health Billing Services, L.P., the "Tennessee Guarantors," and
together with the Issuer, the Registrants"). We are issuing this opinion letter
in connection with the proposed registration by the Issuer 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." The law covered by the opinions expressed herein is
limited to the laws of the State of Tennessee.
We have reviewed the following documents in connection with rendering the
opinions set forth in this letter:
(a) the Indenture (as amended and supplemented from time to time,
the "Indenture"), dated as of March 23, 2004, by and among the
Issuer, the Tennessee Guarantors (as defined below) and the
other guarantors party thereto, and the Bank of New York, as
trustee;
(b) the Charter or Certificate of Limited Partnership, as
applicable, of each Registrant as certified by an officer of
each Registrant;
(c) the Bylaws of each Registrant, except for Team Health Billing
Services, L.P., as certified by an officer of each Registrant;
(d) Resolutions of the Registrants, as certified by an officer of
each Registrant, authorizing the execution, delivery and
performance of the Indenture; and
(e) Certificates of one or more officers of the Issuer and each
Tennessee Guarantor (the "Registrants' Officers'
Certificates"), relating to the facts regarding the
Registrants set forth herein upon which the opinions expressed
herein are based.
As to questions of fact material to the opinions expressed herein, we have
relied upon, and assumed the accuracy of, the Registrants' Officers'
Certificates. With respect to such matters, we have not made any independent
investigation or verification of the information contained therein for purposes
of this opinion letter. In rendering the opinions expressed herein, we have not
conducted any investigation into the types of businesses and activities in which
any party engages or the manner in which any party conducts its business as
would enable us to render any opinion (and, accordingly, we express no opinion)
as to the applicability to any party of any federal or state law or regulation
not of general applicability to business corporations.
In connection with rendering the opinions expressed herein, we have with your
permission assumed, without independent investigation, the following: (i) the
legal capacity of natural persons, the absence of duress, fraud and undue
influence regarding all signatures on documents submitted to us, and the absence
of mutual mistake of fact or misunderstanding; (ii) the genuineness of all
signatures on documents submitted to us; (iii) the authenticity, completeness
and accuracy of all documents, materials and records submitted to us as
originals and the conformity to authentic original documents of all documents,
materials and records submitted to us as certified, conformed or photostatic
copies; (iv) the Indenture and the transactions contemplated thereby have been
duly authorized by all necessary corporate or other action, and duly executed
and delivered (as applicable), on the part of all parties thereto (other than
the Registrants); (v) any certificate, document or other information on which we
have relied that was given or dated earlier than the date of this letter
continues to remain accurate insofar as relevant to such opinion, from such
earlier date through and including the date of this letter; (vi) there are no
unpublished judicial or administrative decisions applicable to the opinions
expressed herein; (vii) there are no agreements or understandings among the
parties, written or oral, and there is no usage of trade or course of prior
dealing among the parties that would, in either case, define, supplement or
qualify the terms of the Indenture; and (viii) no action has been taken
(including any waiver of any provision) which amends or otherwise affects any of
the documents, materials or records which we have examined.
Based upon and subject to the assumptions and qualifications set forth in this
letter, we are of the opinion that:
(1) Each of the Registrants has the corporate power and authority to
execute and deliver the Indenture and to perform its respective obligations
thereunder.
(2) The execution and delivery of the Indenture by each Registrant and
the performance of its obligations thereunder have been duly authorized by each
Registrant and does not violate (i) the Charter and/or Certificate of Limited
Partnership or Bylaws, as applicable, of each Registrant or (ii) any applicable
provision of Tennessee law.
(3) Except as may be required under state securities laws, as to which
we express no opinion, the execution and delivery of the Indenture by each
Registrant and the performance of its obligations thereunder does not require
any consent of any Tennessee governmental authority.
The foregoing opinions are qualified in the following respects:
A. Our opinions are subject to the qualifications that we express
no opinion as to the applicability of, compliance with, or
effect of: (i) applicable bankruptcy, insolvency, avoidance,
receivership, reorganization, moratorium or other laws, both
state and federal, affecting the rights and remedies of
creditors generally or that have reference to or affect only
creditors of specific types of debtors; (ii) general
principles of equity, regardless of whether enforcement is
considered in a proceeding in equity or at law, including
without limitation, governing the availability of specific
performance, injunctive relief, or other equitable remedies,
which generally place the award of such remedies, subject to
certain guidelines, in the discretion of the court to which
application for such relief is made; (iii) limitations imposed
by or resulting from the exercise by any court of its
discretion; and (iv) public policy considerations which may
limit the rights of parties to obtain certain remedies.
B. We express no opinion as to the effect of, and our opinions
herein do not cover or otherwise address, any law or legal
issue which is identified on Exhibit A, attached hereto and
incorporated herein by this reference.
C. Applicable laws, including judicial decisions, may limit or
render ineffective certain rights, remedies, waivers and
provisions of the Indenture and, therefore, the Indenture and
any agreements entered into in connection therewith may not be
enforceable in accordance with their terms. We have not
reviewed the Indenture or any other agreements entered into in
connection with such agreement to evaluate the enforceability
thereof and, accordingly, we express no opinion as to the
enforceability of such agreements.
D. We express no opinions except as specifically set forth in
Paragraphs (1) through (3) above, and no opinions as to any
other matter shall be deemed to be implied by or may be
inferred from any of such Paragraphs.
The opinions expressed herein are given as of the date hereof and speak as of
only that date. We assume no obligation to advise you of any changes in facts or
law or of anything coming to our attention bearing upon the accuracy of or
completeness of any assumption, whether or not material, which may be brought to
our attention at a later date. Our attorneys are admitted to the
practice of law in the State of Tennessee, and we render no opinion with respect
to the laws or requirements of any other state governing the transactions
contemplated by the Indenture or the effect of any of such laws on the matters
with respect to which opinions are given herein and we express no opinion as to
whether any relevant difference exists between the laws upon which our opinions
are based and any other laws which may actually govern any legal issue addressed
in this letter. We bring to your attention that our views set forth in this
letter are an expression of professional judgment and are not a guarantee of a
result.
We hereby consent to the filing of this opinion letter as Exhibit 5.8 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 or the rules and regulations of
the Commission.
Very truly yours,
/s/ London & Amburn, P.C.
London & Amburn, P.C.
EXHIBIT A
Excluded Law and Legal Issues
None of our opinions or advice contained in the letter to which this Exhibit A
is attached cover or otherwise address any of the following laws, rules,
regulations or other governmental requirements or legal issues:
1. federal or state securities laws and regulations (including
the Investment Company Act of 1940 and all other laws and
regulations administered by the United States Securities and
Exchange Commission), state "Blue Sky" laws and regulations,
and laws and regulations relating to commodity (and other)
futures and indices and other similar instruments;
2. compliance with fiduciary duty requirements;
3. the statutes and ordinances, the administrative decisions and
the rules and regulations of counties, towns, municipalities
and special political subdivisions (whether created or enabled
through legislative action at the federal, state or regional
level) and judicial decisions to the extent that such
decisions deal with any of the foregoing;
4. fraudulent transfer and fraudulent conveyance laws;
5. federal and state tax laws and regulations;
6. the effect of any law, regulation or order which hereafter
becomes effective; and
7. federal and state laws and regulations concerning filing and
notice requirements.
We have not undertaken any research for purposes of determining whether the
Registrants or any of the transactions which may occur in connection with the
Indenture are 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 in the absence of research by lawyers in Tennessee, and
none of our opinions cover any such law or other requirement unless (i) an
attorney in our firm who has devoted substantial attention to the transactions
contemplated by the Indenture had actual knowledge of its applicability at the
time our letter was delivered on the date it bears and (ii) it is not excluded
from coverage by other provisions in our letter or in any Exhibit to our letter.