SEC Filings

AMSURG CORP filed this Form S-8 on 12/11/1997
Entire Document
<PAGE>   1

                                                                       EXHIBIT 5

                       B A S S, B E R R Y & S I M S P L C
                                ATTORNEYS AT LAW

2700 FIRST AMERICAN CENTER                       1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700                  POST OFFICE BOX 1509
TELEPHONE (615) 742-6200                         KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293                        TELEPHONE (423) 521-6200
                                                 TELECOPIER (423) 521-6234

                                December 8, 1997

AmSurg Corp.
One Burton Hills Boulevard, Suite 350
Nashville, Tennessee  37215


Ladies and Gentlemen:

         We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1992 Stock Option Plan and 1997 Stock Incentive Plan (the "Plans") filed by you
with the Securities and Exchange Commission covering 1,577,333 shares (the
"Shares") of Class A common stock, no par value per share, issuable pursuant to
the Plans.

         In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinions hereinafter set forth and have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of
 all documents submitted
to us as certified or photostatic copies.

         Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plans, will be validly issued,
fully paid, and nonassessable.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                           /s/ BASS, BERRY & SIMS PLC