EXHIBIT 5.3
FADELL - CHENEY - BURT
P.L.L.C.
GARY A. FADELL TUCSON:
CYNTHIA V. CHENEY MARGARET BERGIN
BRIAN R. BURT
SHERLE R. FLAGGMAN OF COUNSEL:
BRUCE C. SMITH BARBARA A. HOERNER
MYRALINN B. SCOFIELD JANICE H. MOORE
GABRIEL V. KORY TRACEY N. FERNANDES
BLAINE GADOW MELODY A. EMMERT
November 5, 2004
Direct Line: (602)257-5614
Email: cynthia@fcbfirm.com
IASIS Healthcare LLC
IASIS Capital Corporation
Biltmore Surgery Center, Inc.
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 Exchange Notes Due
2014 of IASIS Healthcare LLC and IASIS Capital Corporation --
Registration Statement on Form S-4 (File No. 333-17362
Ladies and Gentlemen:
We have acted as special Arizona counsel to IASIS Healthcare LLC, a
Delaware limited liability company ("IASIS LLC"), and IASIS Capital
Corporation, a Delaware corporation ("IASIS Corp")(IASIS LLC and IASIS
Corp hereinafter referred to collectively as "IASIS") and Biltmore
Surgery Center, Inc., an Arizona corporation and wholly owned
subsidiary of IASIS (the "Company"), in connection with the offering of
up to $475,000,000.00 aggregate principal amount of 8 3/4% Senior
Subordinated Notes Due 2014 of IASIS (the "New Notes") which are to be
guaranteed on an unsecured senior subordinated basis pursuant to
guarantees (the "Guarantees") by each of the wholly owned subsidiaries
of IASIS, as set forth on Schedule I attached hereto (the subsidiary
guarantors set forth on Schedule I attached hereto being collectively
referred to 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 issued and outstanding
8 3/4% Senior Subordinated Notes due 2014 of IASIS (the "Old Notes"), as
contemplated by the Registration Rights Agreement, dated as of June 22,
2004 (the "Registration Rights Agreement"), by and among IASIS, the
Guarantors Signatories thereto and 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, 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").
1601 NORTH SEVENTH STREET, SUITE 400 - PHOENIX, ARIZONA 85006 - (602) 254-8900 - FAX (602) 254-8989
5055 EAST BROADWAY BOULEVARD, SUITE C214 - TUCSON, ARIZONA 85711 - (520) 514-6044 - FAX (520) 844-3002
IASIS Healthcare LLC
IASIS Capital Corporation
Biltmore Surgery Center, Inc.
November 5, 2004
Page 2
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) an executed copy of the Indenture; (ii) an
executed copy of the Guarantee to which the Company is a party ("the
Arizona Guarantee"); (iii) a copy of the Articles of Incorporation of
the Company, as currently in effect; (iv) a copy of the corporate
bylaws of the Company, as currently in effect; (v) and a copy of
certain resolutions adopted by the Board of Directors of the Company on
Unanimous Written Consent relating to, among other things, the issuance
of the Arizona Guarantee, the Indenture, and related matters. We have
also examined originals or 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 the opinions set forth herein.
In our examination, we have assumed the genuniness of all signatures
(other than those of the Company and its officers), 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. As to any fact material
to this opinion which we 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:
(a) each of the Indenture, the Notes, the Arizona
Guarantee and the Registration Rights Agreement has
been duly authorized, executed and delivered by each
party thereto (other than the Company); and
(b) each of the Indenture, the Notes, the Arizona
Guarantee and the Registration Rights Agreement
constitutes the valid and binding obligation of each
party thereto (other than the Company), enforceable
against such party in accordance with its terms.
Members of this firm are admitted to the State Bar of Arizona, and we
express no opinion as to the laws of any other jurisdiction other than
the laws of the State of Arizona. 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 incorporated and is validly
existing and in good standing under the laws of the
State of Arizona.
2. The Company has the corporate power and authority to
execute, deliver and perform all of its obligations
under the Indenture and the Arizona Guarantee.
1601 NORTH SEVENTH STREET, SUITE 400 - PHOENIX, ARIZONA 85006 - (602) 254-8900 - FAX (602) 254-8989
5055 EAST BROADWAY BOULEVARD, SUITE C214 - TUCSON, ARIZONA 85711 - (520) 514-6044 - FAX (520) 844-3002
IASIS Healthcare LLC
IASIS Capital Corporation
Biltmore Surgery Center, Inc.
November 5, 2004
Page 3
3. The execution and delivery of each of the Indenture
and the Arizona Guarantee, and the consummation by
the Company of the transactions contemplated thereby,
have been duly authorized by all requisite corporate
action on the part of the Company.
4. The execution and delivery by the Company of the
Indenture and the Arizona 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 Incorporation or the Bylaws of the
Company.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference
to this firm under the caption "Legal Matters" in the Registration
Statement.
Sincerely,
/s/ Cynthia V. Cheney
------------------------------------
Cynthia V. Cheney
FOR THE FIRM
CVC:cml
1601 NORTH SEVENTH STREET, SUITE 400 - PHOENIX, ARIZONA 85006 - (602) 254-8900 - FAX (602) 254-8989
5055 EAST BROADWAY BOULEVARD, SUITE C214 - TUCSON, ARIZONA 85711 - (520) 514-6044 - FAX (520) 844-3002
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
DecisionPoint 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 Utah 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