[BASS, BERRY & SIMS LETTERHEAD]
April __, 1997
SunTrust Bank, Nashville, N.A., Agent
201 Fourth Avenue North
Nashville, TN 37219
Attention: Karen Ahern
Dear Ms. Ahern:
We have acted as counsel to AmSurg Corp., a Tennessee corporation (the
"Borrower"), in connection with the execution by the Borrower of that certain
Second Amended and Restated Loan Agreement dated as of April __, 1997 among
Borrower, SunTrust Bank, Nashville, N.A., Agent (the "Agent"), and the Lenders,
described therein (the "Loan Agreement"), the Revolving Credit Notes, the Term
Notes and certain other loan documents executed in connection with the Loan
Agreement (the Loan Agreement, the Revolving Credit Notes, the Term Notes, and
such other loan documents executed by the Borrower are collectively referred to
herein as the "Transaction Documents").
This Opinion Letter is delivered to, and for the benefit of, the Agent
and the Lenders, pursuant to the requirements of the Loan Agreement. All terms
used, but not defined, herein shall have the meanings ascribed to them in the
Loan Agreement or the Accord (see below).
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 other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.
Solely as to matters of fact, but not as to the legal conclusions that
are the subject of this opinion, we have relied upon representations made by
Borrower in the Transaction Documents.
The Law covered by the opinions expressed herein is limited to the
federal Law of the United States and the Law of the State of Tennessee.