EXHIBIT 8.1
BASS, BERRY & SIMS PLC
Attorneys at Law
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A PROFESSIONAL LIMITED LIABILITY COMPANY
AmSouth Center
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-3001
(615) 742-6200
March 22, 2006
Spheris Inc.
720 Cool Springs Boulevard, Suite 200
Franklin, Tennessee 37067
Re: Offer for All Outstanding 11% Senior Subordinated Notes Due 2012
of Spheris Inc. in Exchange for 11% Senior Subordinated Notes
Due 2012 of Spheris Inc. - Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Spheris Inc., a Delaware corporation (the
"Company"), and the Guarantors (as defined below) in connection with the public
offering of up to $125,000,000 aggregate principal amount of 11% Senior
Subordinated Notes Due 2012 (the "New Notes") of the Company that are to be
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 11% Senior Subordinated
Notes Due 2012 (the "Old Notes"), as contemplated by the Registration Rights
Agreement dated as of December 22, 2004 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Initial Purchasers (as defined
therein). The Old Notes were issued, and the New Notes will be issued, under an
Indenture, dated as of December 22, 2004, by and among the Company, the
Guarantors and The Bank of New York (the "Trustee").
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 of the Company relating to the Exchange Offer, as filed
with the Securities and Exchange Commission (the "Commission") on March 22, 2006
(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.
NASHVILLE Downtown - KNOXVILLE - MEMPHIS - NASHVILLE Music Row
www.bassberry.com
Spheris Inc.
March 22, 2006
Page 2
Based on the foregoing, the statements in the Registration Statement
set forth under the caption "Certain United States Federal Income Tax
Considerations," constitute our opinion of the material U.S. federal income tax
considerations applicable to the offering of the New Notes. In arriving at the
opinion expressed above, we have assumed that the New Notes will be duly
executed and delivered in substantially the forms set forth in the Indenture and
will be issued as described in the Registration Statement.
You should be aware that the above opinions are based on our
interpretations of current law, including court authority and existing final and
temporary U.S. Treasury regulations, which law is subject to change both
prospectively and retroactively. Our opinions are not binding on the Internal
Revenue Service or a court and there can be no assurance that the Internal
Revenue Service will not take a contrary position or that a court would agree
with our opinions if litigated. Our opinion is rendered as of the date hereof
and we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances or law
after the date hereof. In the event any one of the statements, representations
or assumptions we have relied upon to issue this opinion is incorrect, our
opinion may be adversely affected.
This opinion is rendered solely in connection with the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to all references to Bass, Berry & Sims
PLC included in or made part of the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations promulgated thereunder by the Securities and Exchange
Commission. This opinion may not be relied upon for any other purpose.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Notes under the laws of any other
country or any state or locality.
Very truly yours,
/s/ Bass, Berry & Sims PLC
SCHEDULE I
LIST OF GUARANTORS
<Table>
<Caption>
STATE OR OTHER JURISDICTION OF
NAME OF GUARANTOR INCORPORATION OR ORGANIZATION
Spheris Operations Inc. Tennessee
Spheris Canada Inc. Tennessee
Spheris Leasing LLC Tennessee