1

                                                                     Exhibit 8.1
To Call Writer Direct:
 212 446-4800


                                                   August 24, 1999




Team Health, Inc.
1900 Winston Road
Knoxville, TN 37919

         Re:      Offer by Team Health, Inc. to Exchange any and all of Its
                  Outstanding Series A 12% Senior Subordinated Notes Due 2009
                  for Its Series B 12% Senior Subordinated Notes Due 2009


                  We have acted as counsel to Team Health, Inc. (the "Company")
in connection with its offer (the "Exchange Offer") to exchange any and all of
its Series A 12% Senior Subordinated Notes Due 2009 (the "Old Securities") for
its Series B 12% Senior Subordinated Notes Due 2009 (the "New Securities").

                  You have requested our opinion as to certain United States
federal income tax consequences of the Exchange Offer. In preparing our opinion,
we have reviewed and relied upon Amendment No. 2 to the Company's Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on
August 23, 1999 (the "Registration Statement"), and such other documents as we
deemed necessary.

                  On the basis of the foregoing, it is our opinion that the
exchange of the Old Securities for the New Securities pursuant to the Exchange
Offer will not be treated as an "exchange" for United States federal income tax
purposes.

                  The opinion set forth above is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, the Treasury
Regulations promulgated or proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published revenue rulings,
revenue procedures, and announcements, existing judicial decisions and other
applicable authorities. No tax ruling has been sought from the IRS with respect
to any of the matters discussed herein. Unlike a ruling from the IRS, an opinion
of counsel is not binding on the IRS. Hence, no assurance can be given that the
opinion stated in this letter will not be successfully challenged by the IRS or
that a court would reach the same conclusion. We express no opinion concerning
any tax consequences of the Exchange Offer except as expressly set forth above.