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EXHIBIT 5.1
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
KNOXVILLE OFFICE DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER
KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700
(865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001
NASHVILLE, TN 37238-3001 (615) 742-6200
MEMPHIS OFFICE (615) 742-6200
THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950 WWW.BASSBERRY.COM 29 MUSIC SQUARE EAST
MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322
(901) 543-5900 (615) 255-6161
September 29, 2004
IASIS Healthcare LLC
IASIS Capital Corporation
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
Re: Offer for All Outstanding 8 3/4% Senior Subordinated Notes Due
2014 of IASIS Healthcare LLC and IASIS Capital Corporation in
Exchange for 8 3/4% Senior Subordinated Notes Due 2014 of IASIS
Healthcare LLC and IASIS Capital Corporation - Registration
Statement on Form S-4 (File No. 333-117362)
Ladies and Gentlemen:
We have acted as special counsel to IASIS Healthcare LLC, a
Delaware limited liability corporation, and IASIS Capital Corporation, a
Delaware corporation (collectively, the "Companies"), and the Guarantors (as
defined below) in connection with the public offering of up to $475,000,000
aggregate principal amount of 8 3/4% Senior Subordinated Notes Due 2014 (the
"New Notes") of the Companies that are to be unconditionally guaranteed on an
unsecured senior subordinated basis (the "Guarantees") by the subsidiaries of
the Companies 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 Companies' issued and outstanding 8 3/4% Senior Subordinated Notes due
2014 (the "Old Notes"), as contemplated by the Registration Rights Agreement
dated as of June 22, 2004 (the "Registration Rights Agreement"), by and among
the Companies, the Guarantors, Banc of America Securities LLC, Citigroup Global
Markets Inc., Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wachovia Capital Markets, LLC. The Old Notes
were issued, and the New Notes will be issued, under an Indenture, dated as of
June 22, 2004 (the "Indenture"), by and among the Companies, the Guarantors and
The Bank of New York Trust Company, N.A., 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. 333-117362) of the Companies
relating to the Exchange Offer, as filed with the Securities and
IASIS Healthcare LLC
IASIS Capital Corporation
September 29, 2004
Page 2
Exchange Commission (the "Commission") on July 14, 2004, 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; 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 Companies 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 Companies, 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
IASIS Healthcare LLC
IASIS Capital Corporation
September 29, 2004
Page 3
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 Companies, entitled to the benefits of the
Indenture and enforceable against the Companies in accordance with their 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).
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, the Delaware Limited Liability Company 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 Holdings, Inc. Delaware corporation
Davis Surgical Center Holdings, Inc. Delaware corporation
DecisionPoint Services, Inc. Delaware corporation
First Choice Physicians Network Holdings, Inc. Delaware corporation
IASIS Finance, Inc. Delaware corporation
IASIS Finance Texas Holdings, LLC Delaware limited liability company
IASIS Healthcare Holdings, Inc. Delaware corporation
IASIS Hospital Nurse Staffing Company 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
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
North Vista Hospital, Inc. Delaware corporation
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
Seaboard Development LLC Utah limited liability company
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