EX-5.2 133 d516951dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

LOGO

Christian G. Koelbl, III

Partner

Direct Dial: 716-848-1256

ckoelbl@hodgsonruss.com

April 22, 2013

AmSurg Corp.

20 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as New York counsel to AmSurg Corp. (the “Company”) and affiliates of the Company solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, providing any legal or other advice) in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of the offer and exchange of up to $250,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes Due 2020 (collectively the “Exchange Notes”) that are to be subject to Notations of Guarantee by the subsidiaries of the Company listed on Exhibit A attached to this letter (collectively the “Guarantors”) (collectively the “Exchange Notes Guarantees”), are to be issued pursuant to an Indenture, dated as of November 20, 2012, among the Company, the Guarantors and U.S. Bank National Association, as trustee, (the “Indenture”) and are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.675% Senior Notes Due 2020 (the “Exchange Offer”) in accordance with the terms of a Registration Rights Agreement, dated as of November 20, 2012, among the Company, the Guarantors and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of various initial purchasers (the “Registration Rights Agreement”).

The opinions set forth in this letter are subject to the following qualifications:

1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) executed copies of the Registration Rights Agreement and the Indenture and (ii) forms of the Exchange Notes and the Exchange Notes Guarantees (collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not

 

The Guaranty Building ¿ 140 Pearl  Street ¿ Suite 100 ¿ Buffalo, New York 14202-4040 ¿ telephone 716.856.4000 ¿ facsimile 716.849.0349

Albany ¿ Boca Raton ¿ Buffalo ¿ Johnstown ¿ New York ¿ Palm Beach ¿ Toronto ¿ www.hodgsonruss.com


AmSurg Corp.

April 22, 2013

Page 2

   LOGO

 

limited to, (a) any review of any of the files and other records of the Company, any affiliate of the Company or any court or other governmental authority, (b) any review of any of our files and other records, (c) any inquiry of any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company or any affiliate of the Company or (d) any inquiry of any past or present attorney of ours).

2. We do not express any opinion concerning any law other than New York Law.

3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.

4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.

Subject to the qualifications set forth in this letter, it is our opinion that:

1. Assuming that the Indenture has been duly and validly authorized, executed and delivered by each party thereto (including, but not limited to, the Company and the Guarantors), the Indenture is a valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

2. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture, the Registration Rights Agreement and the Exchange Offer, when duly and validly executed and delivered by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.


AmSurg Corp.

April 22, 2013

Page 3

   LOGO

 

3. Assuming that the Indenture and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and that the Exchange Notes Guarantees have been duly and validly authorized and executed by the Guarantors, when the Exchange Notes have been duly and validly executed by the Company and duly and validly authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Notes Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

We consent to the filing of this letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
HODGSON RUSS LLP
By    /s/ Christian G. Koelbl, III
  Christian G. Koelbl, III


LOGO

Exhibit A

Guarantors

 

Name of Guarantor

 

State of

Organization

AmSurg Holdings, Inc.   Tennessee
AmSurg Anesthesia Management Services, LLC   Tennessee
AmSurg EC Topeka, Inc.   Tennessee
AmSurg EC St. Thomas, Inc.   Tennessee
AmSurg EC Beaumont, Inc.   Tennessee
AmSurg KEC, Inc.   Tennessee
AmSurg EC Santa Fe, Inc.   Tennessee
AmSurg EC Washington, Inc.   Tennessee
AmSurg Torrance, Inc.   Tennessee
AmSurg Abilene, Inc.   Tennessee
AmSurg Suncoast, Inc.   Tennessee
AmSurg Lorain, Inc.   Tennessee
AmSurg La Jolla, Inc.   Tennessee
AmSurg Hillmont, Inc.   Tennessee
AmSurg Palmetto, Inc.   Tennessee
AmSurg Northwest Florida, Inc.   Tennessee
AmSurg Ocala, Inc.   Tennessee
AmSurg Maryville, Inc.   Tennessee
AmSurg Miami, Inc.   Tennessee
AmSurg Burbank, Inc.   Tennessee
AmSurg Melbourne, Inc.   Tennessee
AmSurg El Paso, Inc.   Tennessee
AmSurg Crystal River, Inc.   Tennessee
AmSurg Abilene Eye, Inc.   Tennessee
AmSurg Inglewood, Inc.   Tennessee
AmSurg Glendale, Inc.   Tennessee
AmSurg San Antonio TX, Inc.   Tennessee
AmSurg San Luis Obispo CA, Inc.   Tennessee
AmSurg Temecula CA, Inc.   Tennessee
AmSurg Escondido CA, Inc.   Tennessee
AmSurg Scranton PA, Inc.   Tennessee
AmSurg Arcadia CA Inc.   Tennessee
AmSurg Main Line PA, Inc.   Tennessee
AmSurg Oakland CA, Inc.   Tennessee
AmSurg Lancaster PA, Inc.   Tennessee
AmSurg Pottsville PA, Inc.   Tennessee
AmSurg Glendora CA, Inc.   Tennessee
AmSurg Kissimmee FL, Inc.   Tennessee
AmSurg Altamonte Springs FL, Inc.   Tennessee
AmSurg New Port Richey FL, Inc.   Tennessee

 

The Guaranty Building ¿ 140 Pearl  Street ¿ Suite 100 ¿ Buffalo, New York 14202-4040 ¿ telephone 716.856.4000 ¿ facsimile 716.849.0349

Albany ¿ Boca Raton ¿ Buffalo ¿ Johnstown ¿ New York ¿ Palm Beach ¿ Toronto ¿ www.hodgsonruss.com


Name of Guarantor

 

State of

Organization

AmSurg EC Centennial, Inc.   Tennessee
AmSurg Naples, Inc.   Tennessee
Illinois NSC, Inc.   Tennessee
NSC Healthcare, Inc.   Tennessee
NSC RBO West, LLC   Tennessee
NSC RBO East, LLC   Tennessee
Long Beach NSC, LLC   Tennessee
Torrance NSC, LLC   Tennessee
Davis NSC, LLC   Tennessee
Fullerton NSC, LLC   Tennessee
San Antonio NSC, LLC   Tennessee
Austin NSC, LLC   Tennessee
Twin Falls NSC, LLC   Tennessee
Ardmore NSC, LLC   Tennessee
Kenwood NSC, LLC   Tennessee
Towson NSC, LLC   Tennessee
Wilton NSC, LLC   Connecticut
NSC West Palm, LLC   Tennessee
Tampa Bay NSC, LLC   Tennessee
Coral Springs NSC, LLC   Tennessee
Weston NSC, LLC   Tennessee
AmSurg Fresno CA, Inc.   Tennessee
Austin NSC, L.P.   Texas
AmSurg Colton CA, Inc.   Tennessee
AmSurg Rockledge FL Anesthesia, LLC   Tennessee