EXHIBIT 5
(BASS, BERRY & SIMS PLC LETTERHEAD)
July 11, 2003
IASIS Healthcare Corporation
113 Seaboard Lane, Suite A-200
Franklin, Tennessee 37067
Re: Offer for All Outstanding 8 1/2% Senior Subordinated Notes Due 2009
of IASIS Healthcare Corporation in Exchange for 8 1/2% Senior Subordinated Notes
Due 2009 of IASIS Healthcare Corporation - Registration Statement on Form S-4
(File No. 333-106612)
Ladies and Gentlemen:
We have acted as special counsel to IASIS Healthcare Corporation,
a Delaware corporation (the "Company"), and the Guarantors (as defined below) in
connection with the public offering of up to $100,000,000 aggregate principal
amount of 8-1/2% Senior Subordinated Notes Due 2009 (the "New Notes") of the
Company that are to be unconditionally guaranteed on an unsecured senior
subordinated basis (the "Guarantees") by the subsidiaries of the Company listed
on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I
attached hereto being collectively referred to herein as the "Guarantors"). The
New Notes are to be issued pursuant to an exchange offer (the "Exchange Offer")
in exchange for a like principal amount and denomination of the Company's issued
and outstanding 8-1/2% Senior Subordinated Notes due 2009 (the "Old Notes"), as
contemplated by the Registration Rights Agreement dated as of June 6, 2003 (the
"Registration Rights Agreement"), by and among the Company, the Guarantors, Banc
of America Securities LLC, Bear, Stearns & Co. Inc. and Citigroup Global Markets
Inc. The Old Notes were issued, and the New Notes will be issued, under an
Indenture, dated as of June 6, 2003 (the "Indenture"), by and among the Company,
the Guarantors and The Bank of New York, as Trustee (the "Trustee").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Securities Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 (File No. 333-106612) of the Company relating
to the Exchange Offer, as filed with the Securities and Exchange Commission (the
"Commission") on June 27, 2003, and Amendment No. 1 thereto, as filed with the
Commission on the date hereof (such Registration Statement, as amended to date,
being hereinafter referred to as the "Registration Statement"); (ii) an executed
copy of the Registration Rights Agreement; (iii) an executed copy of the
Indenture; (iv) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; (v) the form of the New Notes;
IASIS Healthcare Corporation
July 11, 2003
Page 2
and (vi) executed copies of the Guarantees. We also have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of such records, documents, certificates and other instruments as in our
judgment are necessary or appropriate in order to express the opinions
hereinafter set forth.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, facsimile, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed, we have assumed that
the parties thereto other than the Company and the Guarantors had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect of such documents on such parties.
In addition, we have further assumed that (i) each of the
Guarantors that is not organized under the laws of the State of Delaware (each a
"non-Delaware Guarantor") has been duly organized and is validly existing and in
good standing under the laws of the jurisdiction of its organization, (ii) each
non-Delaware Guarantor has duly authorized, executed and delivered the
Guarantees and the Indenture, and (iii) the execution, delivery and performance
of the Guarantees and the Indenture by the non-Delaware Guarantors will not
violate the laws of the jurisdiction in which each of them is organized or any
other applicable laws (excepting the laws of the State of New York and the
federal laws of the United States).
In connection with this opinion, we have assumed that the
Registration Statement will have become effective, and that the New Notes will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner described in the Registration Statement.
As to any facts material to the opinion expressed herein that have
not been independently established or verified, we have relied upon the oral or
written statements and representations of officers and other representatives of
the Company, the Guarantors and others.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the New Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Old Notes surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Registration Rights Agreement and the Indenture, the New
Notes will constitute valid and binding obligations of the Company, entitled to
the benefits of the Indenture and enforceable against the Company in accordance
with their terms, except that the enforcement thereof may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws
IASIS Healthcare Corporation
July 11, 2003
Page 3
now or hereafter in effect relating to creditors' rights generally and (B)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
2. When the New Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and have been issued and delivered
upon consummation of the Exchange Offer against receipt of Old Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Registration Rights Agreement and the Indenture, and each of the Guarantees has
been attached thereto in accordance with the Exchange Offer, each Guarantee will
constitute the valid and binding obligation of each Guarantor a party thereto,
enforceable against each such Guarantor in accordance with its terms, except
that the enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
Our opinions set forth herein are limited to the federal laws of
the United States, the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting the foregoing), the Delaware Revised Uniform
Limited Partnership Act and those laws of the States of New York and Delaware
that are normally applicable to transactions of the type contemplated by the
Exchange Offer as in effect on the date hereof. We assume no obligation to
advise you of changes in law or fact (or the effect thereof on the opinions
expressed herein) that hereafter may come to our attention. We do not express
any opinion with respect to the law of any other jurisdiction or as to the
effect of any such law on the opinions herein stated.
We hereby consent to the reference to our law firm in the
Registration Statement under the caption "Legal Matters" and the filing of this
opinion with the Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
SCHEDULE I
LIST OF GUARANTORS
JURISDICTION OF
NAME ORGANIZATION AND ENTITY TYPE
- ---- ----------------------------
Arizona Diagnostic & Surgical Center, Inc. Delaware corporation
Baptist Joint Venture Holdings, Inc. Delaware corporation
Beaumont Hospital Holdings, Inc. Delaware corporation
Biltmore Surgery Center, Inc. Arizona corporation
Biltmore Surgery Center Holdings, Inc. Delaware corporation
Brookwood Diagnostic Center of Tampa, Inc. Delaware corporation
CliniCare of Texas, Inc. Delaware corporation
CliniCare of Utah, Inc. Delaware corporation
Davis Hospital & Medical Center, Inc. Delaware corporation
Davis Surgical Center Holdings, Inc. Delaware corporation
First Choice Physicians Network Holdings, Inc. Delaware corporation
IASIS Finance, Inc. Delaware corporation
IASIS Healthcare Holdings, Inc. Delaware corporation
IASIS Healthcare MSO Sub of Salt Lake City, LLC Utah limited liability company
IASIS Home Infusion and Medical Equipment, Inc. Delaware corporation
IASIS Management Company Delaware corporation
IASIS Physician Services, Inc. Delaware corporation
IASIS Transco, Inc. Delaware corporation
Jordan Valley Hospital Holdings, Inc. Delaware corporation
Jordan Valley Hospital, LP Delaware limited partnership
MCS/AZ, Inc. Delaware corporation
Memorial Hospital of Tampa, LP Delaware limited partnership
Mesa General Hospital, LP Delaware limited partnership
Metro Ambulatory Surgery Center, Inc. Delaware corporation
Odessa Regional Hospital, LP Delaware limited partnership
Palms of Pasadena Homecare, Inc. Delaware corporation
Palms of Pasadena Hospital, LP Delaware limited partnership
Pioneer Valley Health Plan, Inc. Delaware corporation
Pioneer Valley Hospital, Inc. Delaware corporation
Rocky Mountain Medical Center, Inc. Delaware corporation
Salt Lake Regional Medical Center, Inc. Delaware corporation
Sandy City Holdings, Inc. Delaware corporation
Southeast Texas Hospital, LP Delaware limited partnership
Southridge Plaza Holdings, Inc. Delaware corporation
Southwest General Hospital, LP Delaware limited partnership
SSJ St. Petersburg Holdings, Inc. Delaware corporation
St. Luke's Behavioral Hospital, LP Delaware limited partnership
St. Luke's Medical Center, LP Delaware limited partnership
Tampa Bay Staffing Solutions, Inc. Delaware corporation
Tempe St. Luke's Hospital, LP Delaware limited partnership
Town & Country Hospital, LP Delaware limited partnership