EX-5.2 9 y12848a2exv5w2.txt EX-5.2: OPINION OF TODD G. ZIMMERMAN Exhibit 5.2 Todd Zimmerman General Counsel 303-495-1228 December 2, 2005 VIA UPS OVERNIGHT Kaye Scholer LLP 425 Park Avenue New York, NY 10022 AMR Holdco, Inc. EmCare Holdco, Inc. 6200 South Syracuse Way Greenwood Village, Colorado 80111 The Parties Identified on Schedule A hereto Ladies and Gentlemen: I am General Counsel to AMR Holdco, Inc. and EmCare Holdco, Inc. (together, the "Issuers") and the parties identified on Schedule A hereto (the "Guarantors") This opinion is being delivered to you in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), on a Registration Statement on Form S-4 (File No. 333-128925) initially filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the "Commission") on October 11, 2005 (the "Registration Statement"), of up to $250.0 million of the Issuers' 10% Senior Subordinated Notes due 2015 (the "Exchange Notes") to be offered in exchange for their outstanding 10% Senior Subordinated Notes due 2015 (the "Outstanding Notes") that were issued pursuant to the Indenture, dated as of February 10, 2005 (the "Indenture"), among the Issuers, the Guarantors and U.S. Bank Trust National Association, as trustee (the "Trustee"). In connection herewith, I have examined the: (i) Registration Statement; (ii) Indenture; (iii) Outstanding Notes; (iv) Exchange Notes (and the related Guarantee of the Guarantors (the "Guarantee")) (the Indenture, the Exchange Notes and the Guarantee are collectively referred to herein as the "Transaction Agreements"); (v) certificates of incorporation or formation, as applicable, of each Issuer and each Guarantor; (vi) by-laws, limited liability company operating agreements or limited partnership agreements, -------------------- December 2, 2005 Page 2 as applicable, of each Issuer and each Guarantor, ((v) and (vi) are collectively referred to as the "Organizational Documents"); and such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. In my examination of the Transaction Agreements, I have assumed the genuineness of all signatures (other than the signatures of the Issuers and Guarantors), the authenticity of all documents submitted to me including certified or photostatic copies. For the purposes of this opinion, I have relied upon the representations as to factual matters contained or referred to in the certificates of public officials and officers of each Issuer and each Guarantor, and have not undertaken any independent investigation of such facts (including, without limitation, conducting any review, search or investigation of any public files or records or dockets) and no inference as to our knowledge concerning such facts should be drawn from the fact such statements and representations have been relied upon by us in connection with the preparation and delivery of this opinion. Except as otherwise provided herein, the Laws covered by the opinions expressed herein are limited to the laws of the States of Organization which, in each case, in the exercise of customary professional diligence would reasonably be recognized as applicable directly to each of each Issuer and each Guarantor (with respect to each Issuer or Guarantor, its "State of Organization" as set forth on Schedule A) (collectively, the "Opining Laws"). For the purposes of this opinion letter, the "Law" of a jurisdiction means the laws of that jurisdiction, and the rules and regulations of the governmental agencies of such jurisdiction, but excluding that statutes and ordinances, administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level) and judicial decisions to the extent that they deal with any of the foregoing excluded items. Based upon the foregoing, I am of the opinion that: 1. Each Issuer and each Guarantor is validly existing and in good standing under the laws of its State of Organization, and has all requisite power and authority to carry on its business as now conducted and to own and lease its property. 2. The Transaction Agreements entered into by each Issuer and each Guarantor are within such Issuer's or Guarantor's powers and have been duly authorized by all necessary action on the part of such Issuer or Guarantor. The Indenture has been duly executed and delivered by each Issuer and each Guarantor which is a party to it. When each of the Exchange Notes and the Guarantees are issued and executed in accordance with the terms of the Indenture and exchanged for the Outstanding Notes, -------------------- December 2, 2005 Page 3 each of the Exchange Notes and the Guarantees will be duly executed and delivered by each Issuer and Guarantor which is a party to it. 3. With respect to each Issuer and each Guarantor: the transactions contemplated by the Transaction Agreements (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority of the State of Organization except (i) such as have been obtained or made and are in full force and effect, and (ii) filings necessary to perfect liens created by the Transaction Agreements, (b) will not violate the Organization Documents of such Issuer or Guarantor, and (c) will not violate any law, statute, rule or regulation of the State of Organization or any judgment, decree or order of any governmental authority of the State of Organization known to me to be applicable to such Issuer or Guarantor. This letter may be relied upon by you only in connection with the Registration Statement and may not be used or relied upon by you or any other person for any purpose whatsoever, without, in each instance, my prior written consent. Sincerely, /s/ Todd Zimmerman Todd Zimmerman Schedule A ----------
GUARANTOR STATE OF INCORPORATION OR ORGANIZATION --------------------------------------------------------------------------------------------------- Emergency Medical Services L.P. Delaware EMS Management LLC Delaware American Medical Response, Inc. Delaware Hank's Acquisition Corp. Alabama Fountain Ambulance Service, Inc. Alabama MedLife Emergency Medical Service, Inc. Alabama American Medical Response Northwest, Inc. Oregon American Medical Response West California Metropolitan Ambulance Service California American Medical Response of Inland Empire California Desert Valley Medical Transport, Inc. California Springs Ambulance Service, Inc. California American Medical Response of Colorado, Inc. Delaware International Life Support, Inc. Hawaii Medevac MidAmerica, Inc. Missouri Medevac Medical Response, Inc. Missouri American Medical Response of Oklahoma, Inc. Delaware American Medical Response of Texas, Inc. Delaware Kutz Ambulance Service, Inc. Wisconsin American Medical Response Holdings, Inc. Delaware American Medical Response Management, Inc. Delaware Regional Emergency Services, LP Delaware A1 Leasing, Inc. Florida Florida Emergency Partners, Inc. Texas Mobile Medic Ambulance Service, Inc. Delaware Metro Ambulance Service, Inc. Delaware Metro Ambulance Service (Rural), Inc. Delaware Medic One Ambulance Services, Inc. Delaware American Medical Response of South Carolina, Inc. Delaware American Medical Response of North Carolina, Inc. Delaware American Medical Response of Georgia, Inc. Delaware Troup County Emergency Medical Services, Inc. Georgia Randle Eastern Ambulance Service, Inc. Florida Medi-Car Systems, Inc. Florida Medi-Car Ambulance Service, Inc. Florida American Medical Response of Tennessee, Inc. Delaware Physicians & Surgeons Ambulance Service, Inc. Ohio American Medical Response of Illinois, Inc. Delaware Midwest Ambulance Management Company Delaware Paramed, Inc. Michigan Mercy Ambulance of Evansville, Inc. Indiana Tidewater Ambulance Service, Inc. Virginia American Medical Response of Connecticut, Incorporated Connecticut
GUARANTOR STATE OF INCORPORATION OR ORGANIZATION --------------------------------------------------------------------------------------------------- American Medical Response of Massachusetts, Inc. Massachusetts American Medical Response Mid-Atlantic, Inc. Pennsylvania American Medical Response Delaware Valley, LLC Delaware Ambulance Acquisition, Inc. Delaware Metro Ambulance Services, Inc. Georgia Broward Ambulance, Inc. Delaware Atlantic Ambulance Services Acquisition, Inc. Delaware Atlantic/Key West Ambulance, Inc. Delaware Atlantic/Palm Beach Ambulance, Inc. Delaware Seminole County Ambulance, Inc. Delaware LifeFleet Southeast, Inc. Florida American Medical Pathways, Inc. Delaware ProvidaCare, L.L.C. Texas Adam Transportation Service, Inc. New York Associated Ambulance Service, Inc. New York Park Ambulance Service Inc. New York Five Counties Ambulance Service, Inc. New York Sunrise Handicap Transport Corp. New York STAT Healthcare, Inc. Delaware Laidlaw Medical Transportation, Inc. Delaware Mercy, Inc. Nevada American Investment Enterprises, Inc. Nevada LifeCare Ambulance Service, Inc. Illinois TEK, Inc. Illinois Mercy Life Care California Hemet Valley Ambulance Service, Inc. California American Medical Response of Southern California California Medic One of Cobb, Inc. Georgia Puckett Ambulance Service, Inc. Georgia AMR Brockton, L.L.C. Delaware EmCare, Inc. Delaware EmCare of Maryland LLC Maryland EmCare of Alabama, Inc. Alabama EmCare Contract of Arkansas, Inc. Arkansas EmCare of Arizona, Inc. Arizona EmCare of California, Inc. California EmCare of Colorado, Inc. Colorado EmCare of Connecticut, Inc. Connecticut EmCare of Florida, Inc. Florida EmCare of Georgia, Inc. Georgia EmCare of Hawaii, Inc. Hawaii EmCare of Indiana, Inc. Indiana EmCare of Iowa, Inc. Iowa EmCare of Kentucky, Inc. Kentucky EmCare of Louisiana, Inc. Louisiana EmCare of Maine, Inc. Maine EmCare of Michigan, Inc. Michigan EmCare of Minnesota, Inc. Minnesota
GUARANTOR STATE OF INCORPORATION OR ORGANIZATION --------------------------------------------------------------------------------------------------- EmCare of Mississippi, Inc. Mississippi EmCare of Missouri, Inc. Missouri EmCare Nevada, Inc. Nevada EmCare of New Hampshire, Inc. New Hampshire EmCare of New Jersey, Inc. New Jersey EmCare of New Mexico, Inc. New Mexico EmCare of New York, Inc. New York EmCare of North Carolina, Inc. North Carolina EmCare of North Dakota, Inc. North Dakota EmCare of Ohio, Inc. Ohio EmCare of Oklahoma, Inc. Oklahoma EmCare of Oregon, Inc. Oregon EmCare of Pennsylvania, Inc. Pennsylvania EmCare of Rhode Island, Inc. Rhode Island EmCare of South Carolina, Inc. South Carolina EmCare of Tennessee, Inc. Tennessee EmCare of Texas, Inc. Texas EmCare of Vermont, Inc. Vermont EmCare of Virginia, Inc. Virginia EmCare of Washington, Inc. Washington EmCare of West Virginia, Inc. West Virginia EmCare of Wisconsin, Inc. Wisconsin EmCare Physician Providers, Inc. Missouri EmCare Physician Services, Inc. Delaware EmCare Services of Illinois, Inc. Illinois EmCare Services of Massachusetts, Inc. Massachusetts EmCare Anesthesia Services, Inc. Delaware ECEP, Inc. Missouri Coordinated Health Services, Inc. Pennsylvania EM-CODE Reimbursement Solutions, Inc. Delaware Emergency Medicine Education Systems, Inc. Texas Emergency Specialists of Arkansas, Inc. II Texas First Medical/EmCare, Inc. California Healthcare Administrative Services, Inc. Delaware OLD STAT, Inc. Delaware Reimbursement Technologies, Inc. Pennsylvania STAT Physicians, Inc. Florida The Gould Group, Inc. Texas Tifton Management Services, Inc. Georgia Tucker Emergency Services, Inc. Georgia Helix Physicians Management, Inc. California Norman Bruce Jetton, Inc. California Pacific Emergency Specialists Management, Inc. California American Emergency Physicians Medical Group, Inc. California Physician Account Management, Inc. Florida Provider Account Management, Inc. Delaware Charles T. Mitchell, Inc. Hawaii Global Medical Response, Inc. Delaware