opinion, upon the Special Committee's request, in connection with the discharge
of its fiduciary obligations and understand and consent to the fact that the
AmSurg Board of Directors has received copies of this Opinion and is entitled to
rely upon it in connection with the discharge of its fiduciary duties. We have
advised the Special Committee of the Board of Directors that we do not believe
that any person (including a shareholder of the Company) other than the Special
Committee of the Board of Directors and the Board of Directors has the legal
right to rely upon this opinion for any claim arising under state law and that,
should any such claim be brought against us, this assertion will be raised as a
defense. In the absence of governing authority, this assertion will be resolved
by the final adjudication of such issue by a court of competent jurisdiction.
Resolution of this matter under state law, however, will have no effect on the
rights and responsibilities of any person under the federal securities laws or
on the rights and responsibilities of AmSurg's Board of Directors under
applicable state law.
Based upon and subject to the foregoing, and based upon such other matters
as we consider relevant, it is our opinion that, as of the date hereof, the
Recapitalization, Exchange and Distribution are fair to the Unaffiliated
Shareholders from a financial point of view.
/s/ J.C. BRADFORD & CO.
J.C. BRADFORD & CO.