1
 
[SALOMON SMITH BARNEY LOGO]                                       EXHIBIT (a)(5)
 
March 24, 1999
 
Board of Directors
Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 200
Hollywood, FL 33021
 
Ladies and Gentlemen:
 
     You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the holders of shares of common stock, $.01
par value per share and Class A common stock, $.01 par value per share
(collectively, the "Company Common Stock"), of Sheridan Healthcare, Inc. (the
"Company"), other than Vestar/Calvary Holdings, Inc. ("Holdings") and its
affiliates and certain members of management of the Company who have agreed to
become stockholders of Holdings (the "Management Stockholders"), of the
consideration to be received by such stockholders (the "Public Stockholders") in
the proposed acquisition of the Company by Holdings, pursuant to the Agreement
and Plan of Merger (the "Merger Agreement") to be entered into by and among
Holdings, Vestar/Calvary, Inc. ("Acquisition Sub") and the Company. We
understand that Holdings and Acquisition Sub are newly formed corporations
organized at the direction of an affiliate of Vestar Capital Partners III, L.P.
("Vestar").
 
     As more specifically set forth in the Merger Agreement, Acquisition Sub
will commence a tender offer (the "Proposed Tender Offer") to purchase all
outstanding shares of Company Common Stock at an offer price of $9.25 per share
in cash. Following consummation of the Proposed Tender Offer, Acquisition Sub
will be merged into the Company (the "Proposed Merger" and, together with the
Proposed Tender Offer, the "Proposed Acquisition") and each then-outstanding
share of Company Common Stock (other than shares held by Holdings, Acquisition
Sub or any other direct or indirect subsidiary of Holdings or held in the
treasury of the Company and shares as to which appraisal rights have been
properly exercised under applicable law) will be converted into the right to
receive, in cash, the amount paid for a share of Company Common Stock pursuant
to the Proposed Tender Offer. We understand that the Management Stockholders
have agreed, among other things, to tender their shares of Company Common Stock
in the Proposed Tender Offer and to subscribe for and purchase shares of common
stock of Holdings.
 
     In connection with rendering our opinion, we have reviewed and analyzed,
among other things, the following: (i) a draft dated March 23, 1999 of the
Merger Agreement; (ii) certain publicly available business and financial
information concerning the Company; (iii) certain other information, primarily
financial in nature, including financial forecasts, concerning the business and
operations of the Company furnished to us by the Company for purposes of our
analysis; (iv) certain publicly available information concerning the trading of,
and the trading market for, the Company Common Stock; (v) certain publicly
available information with respect to certain other companies that we believe to
be comparable to the Company and the trading market for certain of such other
companies' securities; and (vi) certain publicly available information
concerning the nature and terms of certain other transactions that we consider
relevant to our inquiry. We have considered and taken into account in our
analysis the Company's lack of, and likely difficulty raising, adequate capital
to fund its growth and acquisition plans if the Company were not to effect the
Proposed Acquisition. We have also considered such other information, financial
studies, analyses, investigations and financial, economic and market criteria
that we deemed relevant. We have also discussed the foregoing, as well as other
matters we believe relevant to our inquiry, with certain officers and employees
of the Company and officers of Vestar.
 
                       [SALOMON SMITH BARNEY LETTERHEAD]
   2
The Board of Directors
Sheridan Healthcare, Inc.
March 24, 1999
Page  2
 
     In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all information provided to us
or publicly available and have neither attempted independently to verify nor
assumed responsibility for verifying any of such information. We have further
relied upon the assurances of management of the Company that they are not aware
of any facts that would make any of such information inaccurate or misleading.
We have not conducted a physical inspection of any of the properties or
facilities of the Company, nor have we made or obtained or assumed any
responsibility for making or obtaining any independent evaluations or appraisals
of any of such properties or facilities, nor have we been furnished with any
such evaluations or appraisals. With respect to financial forecasts, we have
been advised by the management of the Company and have assumed that such
forecasts were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of the Company as to the
future financial performance of the Company. We express no view with respect to
such financial forecasts or the assumptions on which they were based. We have
also assumed that the definitive Merger Agreement will not, when executed,
contain any terms or conditions that differ materially from the terms and
conditions contained in the draft of such agreement we have reviewed and that
the Proposed Acquisition will be consummated in a timely manner and in
accordance with the terms of the Merger Agreement.
 
     In conducting our analysis and arriving at our opinion as expressed herein,
we have considered such financial and other factors as we have deemed
appropriate under the circumstances including, among others, the following: (i)
the historical and current financial position and results of operations of the
Company; (ii) the business prospects of the Company, including the likelihood
that, in the absence of additional capital support, the Company would be unable
to pursue its growth and acquisition strategy; (iii) the historical and current
market for the equity securities of certain other companies that we believe to
be comparable to the Company; and (iv) the nature and terms of certain other
merger and acquisition transactions that we believe to be relevant. We have also
taken into account our assessment of general economic, market and financial
conditions as well as our experience in connection with similar transactions and
securities valuation generally. We have also considered the process that
resulted in the negotiation of the Merger Agreement, including our extensive
solicitation of offers to acquire the Company and the responses received to such
solicitation and discussions we had with other potential acquirors.
 
     We have not been asked to consider, and our opinion does not address, the
relative merits of the Proposed Acquisition as compared to any alternative
business strategy that might exist for the Company. Our opinion necessarily is
based upon conditions as they exist and can be evaluated on the date hereof, and
we assume no responsibility to update or revise our opinion based upon
circumstances or events occurring after the date hereof. Our opinion is, in any
event, limited to the fairness, from a financial point of view, of the
consideration to be received by the Public Stockholders in the Proposed
Acquisition and does not address the Company's underlying business decision to
effect the Proposed Acquisition or constitute a recommendation of the Proposed
Acquisition to the Company or a recommendation to any holder of Company Common
Stock as to whether such holder should tender such stock in the Proposed Tender
Offer or as to how such holder should vote with respect to the Proposed Merger,
if such a vote is taken.
 
     As you are aware, Salomon Smith Barney Inc. ("Salomon Smith Barney") is
acting as financial advisor to the Company in connection with the Proposed
Acquisition and will receive a fee for such services, a substantial portion of
which is contingent upon consummation of the Proposed Acquisition. Additionally,
we or our predecessors or affiliates have previously rendered certain investment
banking and financial advisory services to the Company and Vestar for which we
or our predecessors or affiliates received customary compensation. In addition,
in the ordinary course of business, Salomon Smith Barney may hold or actively
trade the securities of the Company for its own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities. Salomon Smith Barney and its affiliates (including Citigroup
Inc. and its affiliates) may have other business and financial relationships
with the Company and Vestar.
 
     This opinion is intended solely for the benefit and use of the members of
Board of Directors of the
   3
The Board of Directors
Sheridan Healthcare, Inc.
March 24, 1999
Page  3
 
Company in considering the transaction to which it relates and may not be used
for any other purpose or published, reproduced, disseminated, quoted or referred
to at any time, in any manner or for any purpose, without the prior written
consent of Salomon Smith Barney, except that this opinion may be reproduced in
full in, and references to the opinion and to Salomon Smith Barney (in each case
in such form as Salomon Smith Barney shall approve) may be included in, the
solicitation/recommendation statement the Company distributes to holders of
Company Common Stock in connection with the Proposed Tender Offer and any
proxy/information statement and rule 13-3 transaction statement filed with the
Securities and Exchange Commission in connection with the Proposed Acquisition.
 
     Based upon and subject to the foregoing, we are of the opinion as
investment bankers that, as of the date hereof, the consideration to be received
by the Public Stockholders in the Proposed Acquisition is fair, from a financial
point of view, to such Public Stockholders.
 
Very truly yours,
 
SALOMON SMITH BARNEY INC.