1
[GLASS, MCCOLLOUGH, SHERRIL & HARROLD, LLP LETTERHEAD]
EXHIBIT 5.2
March 17, 1997
InfoCure Corporation
2970 Clairmont Road, Suite 950
Atlanta, Georgia 30329
Attn: Mr. Frederick L. Fine, President and Chief Executive Officer
RE: MERGER OF AMERICAN MEDCARE CORPORATION ("AMC") WITH AND INTO
INFOCURE CORPORATION ("INFOCURE"), WHEREBY AMC'S SHARES WILL
BE CONVERTED INTO SHARES OF COMMON STOCK OF INFOCURE
Gentlemen:
We are acting as counsel to InfoCure, a Delaware corporation, with
respect to the merger of AMC, a Delaware corporation, with and into InfoCure
(the "Merger"), pursuant to that certain Agreement of Merger dated March __,
1997 by and between InfoCure and AMC (the "Merger Agreement"), as described in
the Registration Statement on Form S-4 to be filed with the Securities and
Exchange Commission on March __, 1997 (the "Registration Statement"). All
capitalized terms, unless otherwise specified, have the meaning assigned to them
in the Registration Statement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Merger Agreement, the Registration Statement and such other documents as we
have reasonably deemed necessary or appropriate to furnish the opinions rendered
herein (collectively, the "Documents"). In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all 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, conformed or
photostatic copies and the authenticity of all originals of such copies. In
rendering the opinion set forth below, we have relied upon certain written
representations and covenants of InfoCure and AMC as set forth in the Tax
Certificates which have been delivered prior hereto (the "Tax Certificates").
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations now in effect thereunder, pertinent judicial authority, current
administrative interpretive rulings and practice of the Internal
2
InfoCure Corporation
March 17, 1997
Page 2
Revenue Service and such other authorities as we have considered relevant, all
of which are subject to change.
FACTS AND ASSUMPTIONS
Based upon our review of the Documents, we understand the following
facts: outstanding.
AMC will be merged into InfoCure pursuant to the Merger Agreement. At
the effective time of the Merger (the Effective Time"), each outstanding share
of AMC Stock will be converted, subject to rights of dissent, into such fraction
of a share of InfoCure Common Stock ("InfoCure Stock") determined by dividing
(i) 4,000,000 by (ii) the sum of (x) the number of the outstanding shares of AMC
common Stock immediately prior to the Effective Time, (y) the number of shares
of AMC common Stock subject to outstanding stock options and warrants at the
Effective Time and (z) 1,257,000.
Holders of AMC common stock dissenting to the Merger will receive cash.
DISCUSSIONS AND OPINIONS
Based upon and subject to the foregoing, we are of the opinion that the
Merger will, under current law, qualify as a tax-free reorganization pursuant to
Section 368(a)(1)(A) of the Code and that AMC and InfoCure each will be parties
to the reorganization within the meaning of Section 368(b) of the Code. In form,
the Merger of AMC with and into InfoCure is a merger described in Section
368(a)(1)(A) of the Code. Accordingly, based upon the facts, representations and
assumptions set forth above, and the facts set forth in the Tax Certificates
issued to us by InfoCure and AMC, and upon law as we have deemed relevant, we
are of the opinion that if the Merger is consummated, the federal income tax
consequences to AMC's stockholders will be as follows:
a. No gain or loss will be recognized by the stockholders of AMC
upon the receipt of InfoCure Stock solely in exchange for his
or her AMC Stock.
b. The basis of the InfoCure Stock to be received by the AMC
stockholders will be the same as the aggregate basis of AMC
Stock surrendered in the exchange.
c. The holding period of the shares of InfoCure Stock received by
the stockholders of AMC will include the period during which
the AMC Stock surrendered in
3
InfoCure Corporation
March 17, 1997
Page 3
exchange therefor was held, provided that the shares of AMC
Stock were held as capital assets within the meaning of
Section 1221 of the Code as of the time of the consummation of
the Merger.
d. Where cash is received by AMC stockholders in lieu of such
stockholders fractional interest in the InfoCure Common Stock,
such cash will be treated as being received by the stockholder
as a distribution in redemption of a fractional share
interest, subject to the provisions and limitations of Section
302 of the Code. Accordingly, each such stockholder will
generally have capital gain or loss equal to the difference
between the amount of cash received by such stockholder and
such stockholder's basis in his or her stock.
This opinion is rendered solely with respect to certain federal income
tax consequences of the Merger under the Code, and does not extend to the income
or other tax consequences of the Merger under the laws of any State or any
political subdivision of any State; nor does it extend to any tax effects or
consequences of the Merger to the AMC stockholders, AMC or InfoCure other than
those expressly stated in this opinion. Furthermore, no opinion is expressed as
of the federal or state tax treatments of the transaction under any other
provisions of the Code and regulations, or about the tax treatment of any
conditions existing at the time of, or effects resulting from, transactions that
are not specifically covered by this opinion. No opinion is rendered with
respect to the federal income tax consequences that may be applicable to a
particular AMC stockholder who acquired AMC common stock pursuant to the
exercise of options or otherwise as compensation or a stockholder who does not
hold such stock as a capital asset on the effective date of the Merger, as
applicable.
We hereby consent to the reference to our Firm and to the filing of
this opinion as an exhibit to Registration Statement No. 333-20571.
Very truly yours,
GLASS, McCULLOUGH, SHERRILL &
HARROLD