EXHIBIT 5.2
RAY, QUINNEY & NEBEKER
PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
1400 Beneficial Life Tower
36 South State Street
P.O. Box 45385
Salt Lake City, Utah 84145-0385
Telephone: (801) 532-1500
Facsimile: (801) 532-7543
A. ROBERT THORUP DIRECT LINE: (801) 323-3359
EMAIL: RTHORUP@RQN.COM
September 29, 2004
IASIS Healthcare LLC
Seaboard Development, LLC
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
Re: Offer to Exchange up to $475,000,000 of 8 3/4% Senior
Subordinated Notes Due 2014, as registered securities under
the Securities Act of 1933, as amended (the "Securities Act"),
for up to $475,000,000 of 8 3/4% Senior Subordinated Notes Due
2014, which are now restricted securities under the Securities
Act - Registration Statement on Form S-4 (File No. 333-117362)
Ladies and Gentlemen:
We have acted as special Utah counsel to Seaboard Development, LLC (the
"Company"), a limited liability company organized and existing under the laws of
the State of Utah and a wholly owned subsidiary of IASIS Healthcare LLC, a
Delaware limited liability company ("IASIS"), in connection with the public
offering of up to $475,000,000 of 8 3/4% Senior Subordinated Notes Due 2014 of
IASIS and IASIS Capital Corporation, a Delaware Corporation (the "New Notes")
which are to be guaranteed on an unsecured senior subordinated basis pursuant to
guarantees (the "Guarantees") by certain wholly owned subsidiaries of IASIS,
including the Company (the Guarantee of the Company is referred to herein as the
"Utah Guarantee"), as set forth on Schedule I attached hereto (the subsidiary
guarantors set forth on Schedule I attached hereto being collectively referred
to herein as the "Guarantors").
We are informed that 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 issued and outstanding 8 3/4% Senior Subordinated Notes
Due 2014 of IASIS and IASIS Capital Corporation (the "Old Notes"), as
contemplated by the Registration Rights Agreement, dated as of June 22, 2004
(the "Registration Rights Agreement"), by and
IASIS Healthcare LLC
Seaboard Development, LLC
September 29, 2004
Page 2
among IASIS, the Guarantors and Banc of America Securities LLC, Citigroup,
Goldman, Sachs & Co., Lehman Brothers and Merrill Lynch & Co., as the initial
purchasers of the Old Notes. We are informed that the Old Notes were issued, and
the New Notes will be issued, under an Indenture, dated as of June 22, 2004, by
and among IASIS, the Guarantors and The Bank of New York Trust Company, N.A., as
Trustee (the "Trustee"), as supplemented by a Supplemental Indenture, dated as
of June 30, 2004, (such Indenture, as supplemented to date, being hereinafter
referred to as the "Indenture").
We have not taken any action to independently verify the above
information, and are acting solely in reliance upon the information contained in
the documents provided to us by IASIS as to the accuracy of the forgoing
information.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined copies, certified or
otherwise identified to our satisfaction, of (i) an executed copy of the
Indenture; (ii) an executed copy of the Guarantee to which the Company is a
party (the "Utah Guarantee"); (iii) the Articles of Organization of the Company,
as amended and filed with the State of Utah Department of Commerce, Division of
Corporations and Commercial Code; (iv) the Operating Agreement of the Company,
as currently amended and in effect; and (v) certain resolutions adopted by
written consent of the Sole Member of the Company relating to, among other
things, the above described security exchange offer, the Indenture and related
matters.
We have also examined copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate, as a basis for our opinions set forth
herein.
In our examination, we have assumed the genuineness and authenticity of
all signatures on original documents, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, facsimile or
photostatic copies, and the authenticity of the originals of such copies, and
the due authorization, execution and delivery of all documents, where
authorization, execution and delivery are prerequisites to the effectiveness of
such documents. As to any fact material to this opinion which we
IASIS Healthcare LLC
Seaboard Development, LLC
September 29, 2004
Page 3
did not independently establish or verify, we have relied upon statements and
representations of IASIS and the Company and their respective officers and other
representatives and of public officials.
In rendering the opinion expressed below, we have assumed, without any
independent investigation or verification of any kind, that:
(1) except as provided in paragraph 4, below, each of the Indenture,
the Notes, the Utah Guarantee and the Registration Rights Agreement has
been duly authorized, executed and delivered by each party thereto; and
(2) each of the Indenture, the Notes, the Utah Guarantee and the
Registration Rights Agreement constitutes the valid and binding
obligation of each party thereto, enforceable against such party in
accordance with its terms.
Members of this firm are admitted to the Bar of the State of Utah and
we express no opinion as to the laws of the United States or any other
jurisdiction other than the laws of the State of Utah. We express no opinion as
to whether the laws of any jurisdiction other than Utah apply, and no opinion to
the extent that the laws of any jurisdiction other Utah are applicable to the
subject matter hereof. We also express no opinion regarding any securities laws.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth therein, we are of the
opinion that:
1. The Company has been duly organized and is validly existing and in
good standing under the laws of the State of Utah.
2. The Company has the power and authority to execute, deliver and
perform all of its obligations under the Indenture and the Utah
Guarantee.
3. The execution and delivery of each of the Indenture and the Utah
Guarantee and the consummation by the Company of the transactions
contemplated thereby have been duly authorized by all requisite action
on the part of the Company.
IASIS Healthcare LLC
Seaboard Development, LLC
September 29, 2004
Page 4
4. The execution and delivery by the Company of the Indenture and the
Utah Guarantee and the performance by the Company of its obligations
thereunder do not and will not violate, conflict with or constitute a
breach or default under the Articles of Organization or Operating
Agreement of the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission ("the Commission") as an exhibit to the Registration
Statement on Form S-4. We also consent to the reference to this firm under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are included 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/ RAY QUINNEY & NEBEKER
A. R. Thorup
By: A. Robert Thorup
For the Firm
IASIS Healthcare LLC
Seaboard Development, LLC
September 29, 2004
Page 5
Schedule I
LIST OF GUARANTORS
Arizona Diagnostic & Surgical Center, Inc., a Delaware corporation
Baptist Joint Venture Holdings, Inc., a Delaware corporation
Beaumont Hospital Holdings, Inc., a Delaware corporation
Biltmore Surgery Center, Inc., an Arizona corporation
Biltmore Surgery Center Holdings, Inc., a Delaware corporation
Brookwood Diagnostic Center of Tampa, Inc., a Delaware corporation
CliniCare of Texas, Inc., a Delaware corporation
CliniCare of Utah, Inc., a Delaware corporation
Davis Hospital Holdings, Inc., a Delaware corporation
Davis Surgical Center Holdings, Inc., a Delaware corporation
DecisonPoint Services, Inc., a Delaware corporation
First Choice Physicians Network Holdings, Inc., a Delaware corporation
IASIS Finance, Inc., a Delaware corporation
IASIS Finance Texas Holdings, LLC, a Delaware limited liability company
IASIS Healthcare Holdings, Inc., a Delaware corporation
IASIS Hospital Nurse Staffing Company, a Delaware corporation
IASIS Management Company, a Delaware corporation
IASIS Physician Services, Inc., a Delaware corporation
IASIS Transco, Inc., a Delaware corporation
Jordan Valley Hospital Holdings, Inc.., a Delaware corporation
MCS/AZ, Inc., a Delaware corporation
Memorial Hospital of Tampa, LP, a Delaware limited partnership
Mesa General Hospital, LP, a Delaware limited partnership
Metro Ambulatory Surgery Center, Inc., a Delaware corporation
North Vista Hospital, Inc., a Delaware corporation
Palms of Pasadena Homecare, Inc., a Delaware corporation
Palms of Pasadena Hospital, LP, a Delaware limited partnership
Pioneer Valley Health Plan, Inc., a Delaware corporation
Pioneer Valley Hospital, Inc., a Delaware corporation
Rocky Mountain Medical Center, Inc., a Delaware corporation
Salt Lake Regional Medical Center, Inc., a Delaware corporation
Seaboard Development LLC, a Delaware limited liability company
Southridge Plaza Holdings, Inc., a Delaware corporation
Southwest General Hospital, LP, a Delaware limited partnership
SSJ St. Petersburg Holdings, Inc., a Delaware corporation
St. Luke's Behavioral Hospital, LP, a Delaware limited partnership
St. Luke's Medical Center, LP, a Delaware limited partnership
Tampa Bay Staffing Solutions, Inc., a Delaware corporation
Tempe St. Luke's Hospital, LP, a Delaware limited partnership
Town & Country Hospital, LP, a Delaware limited partnership