Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - R1 RCM INC. | c63355a1sv1za.htm |
| EX-1.1 - EX-1.1 - R1 RCM INC. | c63355a1exv1w1.htm |
| EX-23.1 - EX-23.1 - R1 RCM INC. | c63355a1exv23w1.htm |
| EX-10.26 - EX-10.26 - R1 RCM INC. | c63355a1exv10w26.htm |
Exhibit 5.1
March 21, 2011
Accretive Health, Inc.
401 North Michigan Avenue
Suite 2700
Chicago, IL 60611
401 North Michigan Avenue
Suite 2700
Chicago, IL 60611
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This
opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-172707) (the
“Registration Statement”) filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the
registration of an aggregate of 7,475,000 shares of Common Stock, $0.01 par value per share (the
“Shares”), of Accretive Health, Inc., a Delaware corporation (the “Company”), all of which Shares
will be sold by certain stockholders of the Company (the “Selling Stockholders”) (including 975,000
Shares to be sold upon exercise of an option to purchase additional
shares granted by the Selling Stockholders).
The Shares are to be sold by the Selling Stockholders pursuant to an underwriting agreement
(the “Underwriting Agreement”) to be entered into by and among the Company, the Selling
Stockholders and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC, as representatives of the several underwriters named in the Underwriting Agreement,
the form of which has been filed as Exhibit 1.1 to the Registration Statement.
We are acting as counsel for the Company in connection with the sale by the Selling
Stockholders of the Shares. We have examined signed copies of the Registration Statement as filed
with the Commission. We have also examined and relied upon the Underwriting Agreement, records of
actions of stockholders and meetings and actions of the Board of Directors of the Company as
provided to us by the Company, the Certificate of Incorporation and Bylaws of the Company, each as
restated and/or amended to date, and such other documents as we have deemed necessary for purposes
of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity of the originals of
such latter documents and the legal competence of all signatories to such documents.
Our opinion below, insofar as it relates to the Shares being fully paid, is based solely on a
certificate of the Chief Financial Officer of the Company confirming the Company’s receipt of the
consideration called for by the applicable resolutions authorizing the issuance of such shares.
Accretive Health, Inc.
March 21, 2011
Page 2
March 21, 2011
Page 2
We express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We 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 our name therein and in the related Prospectus under the
caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
HALE AND DORR LLP
By:
|
/s/ David A. Westenberg | |||
| David A. Westenberg, a Partner |