SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   59



                            BASS, BERRY & SIMS PLC
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW



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<S>                                                                                  <C>
2700 FIRST AMERICAN CENTER                                                           1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700                                                      POST OFFICE BOX 1509
TELEPHONE (615) 742-6200                                                             KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (616) 742-6293                                                            TELEPHONE (423) 521-6200
                                                                                     TELECOPIER (423) 521-6234
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                                 June 25, 1996



SunTrust Bank, Nashville, N.A.
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Karen Ahern, Vice President

Dear Ms. Ahern:

         We have acted as counsel to AmSurg Corp, a Tennessee corporation (the
"Borrower"), in connection with its execution of that certain Amended and
Restated Loan Agreement of even date herewith (the "Loan Agreement"), by and
between Borrower and SunTrust Bank, N.A., Nashville ("Lender"), and the
transactions described therein.  This Opinion Letter is provided to you at the
request of Borrower pursuant to the requirements of the Loan Agreement.  The
terms used, but not defined, herein shall have the meanings ascribed to them in
the Loan Agreement or the Accord (see below).

         For purposes of this Opinion Letter, we have examined the following:

         (a)     The Loan Agreement;

         (b)     The Amended and Restated Revolving Credit Note of even date
         herewith, in the principal amount not exceeding $12,000,000, made and
         executed by Borrower payable to the order of Lender (the "Revolving
         Credit Note");

         (c)     The Amended and Restated Term Note of even date herewith, in
         the principal amount of $5,749,245.88, made and executed by Borrower
         payable to the order of Lender (the "Term Note"); and

         (d)     The charter and by-laws of Borrower, as amended, and the
         corporate proceedings of the Borrower authorizing the transactions
         that are the subject of the Loan Agreement, the Revolving Credit Note
         and the Term Note.

         The Loan Agreement, the Revolving Credit Note and the Term Note are
referred to herein as the "Transaction Documents".

         This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the ("Accord") of the ABA Section of
Business Law (1991).  As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and