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EXHIBIT(8)-1
[insert date]
MedPartners, Inc.
3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
RE: AGREEMENT AND PLAN OF MERGER AMONG MEDPARTNERS, INC., SEABIRD MERGER
CORPORATION AND INPHYNET MEDICAL MANAGEMENT INC.
Gentlemen:
We have acted as counsel to MedPartners, Inc., a Delaware corporation
("Parent"), in connection with the proposed merger (the "Merger") of Inphynet
Medical Management Inc., a Delaware corporation ("Company"), with and into
Seabird Merger Corporation, a Delaware corporation ("Subsidiary") and
wholly-owned subsidiary of Parent, pursuant to the terms of the Agreement and
Plan of Merger, dated as of January 20, 1997 (the "Plan of Merger"), by and
among Parent, Subsidiary and Company, as described in more detail in the Plan
of Merger and in the Registration Statement on Form S-4 (Commission File No.
333-_____) to be filed by Parent with the Securities and Exchange Commission on
__________ ___, 1997, as amended (the "Registration Statement"). This opinion
is being provided in satisfaction of the conditions set forth in Section 9.2(c)
of the Plan of Merger. 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
(i) the Plan of Merger, (ii) the Registration Statement, and (iii) such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinion below. 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 the originals of such copies. In
rendering the opinion set forth below, we have relied upon certain written
representations and covenants of Parent, Subsidiary and Company which are
annexed hereto (the "Representations and Warranties").
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In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing and assuming that, as of the
Effective Time of the Merger and following the Merger there will be no acts or
omissions which will violate or be inconsistent with any of the Representations
and Warranties, we are of the opinion that:
(i) Provided the Merger qualifies as a statutory merger under
the General Corporation Law of the State of Delaware, the Merger
will constitute a reorganization within the meaning of Section
368(a) of the Code, and Parent, Subsidiary and Company will each
be a "party to the reorganization" within the meaning of Section
368(b) of the Code;
(ii) No gain or loss will be recognized by Parent, Subsidiary
or Company as a result of the Merger;
(iii) No gain or loss will be recognized by a Company
stockholder who receives solely shares of Parent Common Stock in
exchange for Company Shares;
(iv) The receipt of cash in lieu of fractional shares of
Parent Common Stock will be treated as if the fractional shares
were distributed as part of the exchange and then were redeemed by
Parent. These payments will be treated as having been received as
distributions in full payment in exchange for the stock redeemed
as provided in Section 302(a) of the Code, provided the redemption
is not essentially equivalent to a dividend;
(v) The tax basis of the shares of Parent Common Stock
received by a Company stockholder will be equal to the tax bases
of the Company Shares exchanged therefor, excluding any basis
allocable to a fractional share of Parent Common Stock for which
cash is received; and
(vi) The holding period of the shares of Parent Common Stock
received by a Company stockholder will include the holding period
or periods of the Company Shares exchanged therefor, provided that
the Company Shares are held as a capital asset within the meaning
of Section 1221 of the Code at the Effective Time of the Merger.
The Merger should have no immediate federal income tax consequences to
Parent stockholders.
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Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Merger or of any transactions related to the Merger or contemplated by the Plan
of Merger.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectuses which form a part of the Registration Statement,
and to the filing of this opinion as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By
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Ross N. Cohen
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