1
EXHIBIT 5
[BAKER, DONELSON, BEARMAN & CALDWELL LETTERHEAD]
October 10, 1996
Board of Directors
Response Oncology, Inc.
1775 Moriah Woods Blvd.
Memphis, Tennessee 38117
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Response Oncology, Inc., a Tennessee
corporation (the "Company") in connection with the registration of 825,000
shares of the common stock, $.01 par value per share (the "Common Stock"), of
the Company on behalf of the Company. The Company has filed a Registration
Statement on Form S-8 pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
We have acted as counsel for the Company in connection with the
proposed transaction and have assisted with the preparation of the Registration
Statement and various corporate documents related thereto. We have examined
and relied upon the following documents and instruments for the purpose of
giving this opinion, which, to our knowledge and in our judgment, are all of
the documents and instruments that are necessary for us to examine for such
purpose.
1. The Registration Statement and all exhibits thereto;
2. A copy of the Company's Charter certified by the Tennessee
Secretary of State;
3. A copy of the Company's Bylaws certified by the Secretary of
the Company;
4. The minute book of the Company; and
2
Board of Directors
Response Oncology, Inc.
October 10, 1996
Page 2
5. The stock records of the Company.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the authentic original of any document or instrument submitted to
us as a certified, conformed or photostatic copy and the genuineness of all
signatures on such originals or copies.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that (i) the Company
is a corporation duly incorporated and validly existing under the laws of the
State of Tennessee and (ii) the Common Stock, when issued in accordance with
the Registration Statement, will be validly issued, fully paid and
nonassessable.
Our opinion is subject to the following qualifications and limitations:
i. The opinions expressed herein are subject to the effect of
applicable bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights and equitable principles limiting the
availability of equitable remedies on the enforceability of contracts,
agreements and instruments.
ii. Members of our firm are qualified to practice law in the State
of Tennessee and nothing contained herein shall be deemed to be an opinion as
to any law, rule or regulation other than the law of the State of Tennessee and
the federal law of the United States.
iii. The opinions set forth herein are expressed as of the date
hereof and, except during the time prior to the effectiveness of the
Registration Statement filed with the Securities and Exchange Commission, we
disclaim any undertaking to advise you of any changes which may subsequently be
brought to our attention in the facts and the law upon which such opinions are
based.
This opinion is furnished by us solely for your benefit and is intended
to be used as an exhibit to the Registration Statement filed with the
Securities and Exchange Commission. Except for such use, neither this opinion
nor copies hereof may be relied upon by, delivered to, or quoted in whole or in
part without our prior written consent.
We consent to the use of our opinion as an exhibit to the Registration
Statement.
3
Board of Directors
Response Oncology, Inc.
October 10, 1996
Page 3
In giving these consents, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL
By: /s/ John Good
------------------------------------
John A. Good, shareholder