Attached files
file | filename |
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8-K - FORM 8-K - TEAM HEALTH HOLDINGS INC. | d487943d8k.htm |
EX-1.1 - EX-1.1 - TEAM HEALTH HOLDINGS INC. | d487943dex11.htm |
EX-99.1 - EX-99.1 - TEAM HEALTH HOLDINGS INC. | d487943dex991.htm |
EX-99.2 - EX-99.2 - TEAM HEALTH HOLDINGS INC. | d487943dex992.htm |
Exhibit 5.1
February 15, 2013
Team Health Holdings, Inc.
265 Brookview Way, Suite 400
Knoxville, Tennessee 37919
Ladies and Gentlemen:
We have acted as counsel to Team Health Holdings, Inc., a Delaware corporation (the Company), in connection with the sale by Ensemble Parent LLC and certain officers and directors (collectively, the Selling Shareholders) of the Company of 9,633,107 shares of Common Stock (the Shares) pursuant to the Underwriting Agreement dated February 12, 2013, entered into by and among the Company, the Selling Shareholders, Barclays Capital Inc. and Citigroup Global Market Inc. (the Underwriting Agreement).
We have examined the Registration Statement on Form S-3 (File No. 333-182406) (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act); and the Underwriting Agreement. We also have examined the originals, or duplicates, or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
Team Health Holdings, Inc. | 2 | February 15, 2013 |
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement and to the use of our name under the caption Validity of Common Stock in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ SIMPSON THACHER & BARTLETT LLP |