EX-5.4 135 d516951dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

C. KELLY LETTERHEAD

April 22, 2013

AmSurg Corp.

20 Burton Hills Boulevard, Suite 500

Nashville, Tennessee 37215

 

  Re: Registration Statement on Form S-4

Ladies and Gentlemen:

I am the general counsel for AmSurg Corp. (the “Company”). This opinion is furnished to you in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission and relating to the registration under the Securities Act of 1933, as amended, of the offer and exchange of up to $250,000,000 aggregate principal amount of the Company’s 5.625% senior notes due 2020 (the “Exchange Notes”) that are to be guaranteed on an unsecured basis (the “Guarantees”) by the subsidiaries of the Company listed on Schedule I attached hereto (the “Guarantors”) (the Guarantor organized under the laws of Texas set forth on Schedule I attached hereto being referred to herein as the “Texas Guarantor”). The Exchange Notes are to be issued pursuant to an indenture (the “Indenture”), dated as of November 20, 2012, by and among the Company, Guarantors and U.S. Bank National Association as trustee (the “Trustee”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.625% senior notes due 2020, in accordance with the terms of a Registration Rights Agreement, dated as of November 20, 2012 by and among the Company, the Guarantors and SunTrust Robinson Humphrey, Inc., acting on behalf of itself and as the representative of the initial purchasers listed therein (the “Registration Rights Agreement”).

In rendering the opinions herein, I have relied with respect to factual matters, upon the General Partner’s Certificate (defined below), statements and representations of representatives of the Texas Guarantor and a certificate of public officials referred to below. In addition thereto, I have reviewed and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for rendering my opinions, including, without limitation, the following:

(i) the certificate of limited partnership and limited partnership agreement for the Texas Guarantor;


AmSurg Corp.

April 22, 2013

Page 2

 

(ii) the certificate with respect to various factual matters signed by the general partner of the Texas Guarantor and dated the date of this opinion (the “General Partner’s Certificate”);

(iii) the Registration Rights Agreement;

(iv) the Indenture;

(v) the Guarantees;

(vi) the Form of T-1 of the Trustee filed as an exhibit to the Registration Statement;

(vii) the form of Exchange Notes; and

(viii) the Registration Statement.

In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. I have assumed that all documents I have reviewed are the valid and binding obligations of and enforceable against the parties thereto and the due authorization, execution and delivery of all documents by all of the parties thereto (other than the Texas Guarantor) where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

I have assumed that (i) all executed written factual statements, instruments, and other documents that I have relied upon in rendering this opinion have been executed by persons with legal capacity to execute such documents, (ii) all deliveries required to be made as a condition precedent to the obligations of the Texas Guarantor by the Indenture have been made or that appropriate parties have lawfully waived such delivery, and (iii) the Trustee or an authenticating agent for the Trustee will duly authenticate the Exchange Notes pursuant to the Indenture. Except as expressly set forth in this letter, I have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to me in connection with the transactions contemplated by the Registration Statement.

The opinions expressed herein are limited in all respects to the Texas Business Organizations Code and no opinion is expressed with respect to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America, or any effect which such laws may have on the opinions expressed herein.

I have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to my knowledge of the existence or absence of any such facts should be drawn from the fact of my representation of the Texas Guarantor. Without limiting the foregoing, I have not searched any electronic databases or the dockets of any court, administrative body or regulatory or government agency or any other filing office in any jurisdiction.


AmSurg Corp.

April 22, 2013

Page 3

 

With regard to my opinion in paragraph 1 below with respect to the Texas Guarantor’s good standing, I have based my opinion solely upon examination of the Certificate of Account Status issued by the Comptroller of Public Accounts of the State of Texas and the Certificate of Fact issued by the Texas Secretary of State as of a recent date.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is my opinion that:

(1) The Texas Guarantor is validly existing as a limited partnership in good standing under the laws of the State of Texas.

(2) The Texas Guarantor has the limited partnership power to execute, deliver and perform its obligations under the Indenture and the Guarantee.

(3) The Guarantee of the Texas Guarantor has been duly authorized by all necessary limited partnership action by the Texas Guarantor.

This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

I hereby consent to the filing of this opinion 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 my name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Yours very truly,
/s/ Christopher R. Kelly, Esq.
General Counsel to AmSurg Corp.
State Bar of Texas Number 24047505


Schedule I

 

Exact Name of Registrant

Guarantor as Specified in its Organizational Documents

 

State or
Other Jurisdiction of
Incorporation
or 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
AmSurg EC Centennial, Inc.   Tennessee
AmSurg Naples, Inc.   Tennessee
Illinois NSC, Inc.   Tennessee
NSC Healthcare, Inc.   Tennessee
NSC RBO West, LLC   Tennessee


Exact Name of Registrant

Guarantor as Specified in its Organizational Documents

 

State or
Other Jurisdiction of
Incorporation
or Organization

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