Exhibit 5.1
KAYE SCHOLER 425 Park Avenue
------------ New York, New York 10022-3598
212 836-8000
Fax 212 836-8689
www.kayescholer.com
December 2, 2005
AMR Holdco, Inc.
EmCare Holdco, Inc.
6200 South Syracuse Way
Greenwood Village, Colorado 80111
The Parties Identified on
Schedule A hereto
Ladies and Gentlemen:
We are acting as counsel to AMR Holdco, Inc. and EmCare Holdco, Inc.
(together, the "Issuers") and the parties identified on Schedule A hereto (the
"Guarantors") in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of up to $250.0 million of the Issuers'
10% Senior Subordinated Notes due 2015 (the "Exchange Notes") to be offered in
exchange for their outstanding 10% Senior Subordinated Notes due 2015 (the
"Outstanding Notes") that were issued pursuant to the Indenture, dated as of
February 10, 2005 (the "Indenture"), among the Issuers, the Guarantors and U.S.
Bank Trust National Association, as trustee (the "Trustee"). This opinion is
being delivered to you for filing as an exhibit to the Registration Statement on
Form S-4 (File No. 333-128925) initially filed by the Issuers and the Guarantors
with the Securities and Exchange Commission (the "Commission") on October 11,
2005 (the "Registration Statement").
In connection herewith, we have examined the Registration Statement, the
Indenture, the Outstanding Notes and the Exchange Notes (and the related
Guarantee of the Guarantors (the "Guarantee")) (the Indenture, the Exchange
Notes and the Guarantee are collectively referred to herein as the "Documents"),
together with such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
On the basis of the foregoing and subject to the qualifications and
assumptions set forth herein, we are of the opinion that:
1. When (A) the Registration Statement has been declared effective,
(B) the Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the "TIA"), and (C) the Exchange Notes have been duly
executed by the Issuers, and authenticated by the Trustee in accordance
with the terms of the Indenture and duly issued and delivered against
exchange of the Outstanding Notes as described in the Registration
Statement, the Exchange Notes will constitute valid and binding obligations
of the Issuers, enforceable against the Issuers in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization and similar laws affecting creditors' rights generally and
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KAYE SCHOLER
------------ 2 December 2, 2005
general principles of equity (regardless of whether such principles are
considered in a proceeding in equity or at law).
2. When (A) the Registration Statement has been declared effective,
(B) the Indenture has been duly qualified under the TIA, and (C) the
Exchange Notes have been duly executed by the Issuers and authenticated by
the Trustee in accordance with the terms of the Indenture and duly issued
and delivered against exchange of the Outstanding Notes as described in the
Registration Statement, the Guarantee of the Exchange Notes by the
Guarantors will constitute a valid and binding obligation of each
Guarantor, enforceable against each Guarantor in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization and similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether such principles are
considered in a proceeding in equity or at law).
3. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, the Indenture constitutes a valid and binding
obligation of the Issuers and the Guarantors, enforceable against the
Issuers and the Guarantors in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization
and similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether such principles are considered
in a proceeding in equity or at law).
The foregoing opinions are limited to the laws of the State of New York and
we do not express any opinion on the law of any jurisdiction other than the laws
of the State of New York and the federal law of the United States of America. To
the extent that any opinions stated herein are affected by the laws of any such
jurisdiction, we have, with your approval, relied upon the opinion, dated on or
about the date hereof, of Todd G. Zimmerman, Esq. and such opinion stated
herein, insofar as they may be affected by the laws of any such jurisdiction,
are subject to the same assumptions, qualifications and limitations as are
contained in such opinions.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus included therein. Our opinion is rendered
solely for your information in connection with the foregoing, and may not be
relied upon by any other person or for any other purpose without our prior
written consent. In giving this opinion, we do not thereby admit that we are
within the category of persons whose consent is required by the Securities Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ Kaye Scholer LLP
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