EX-5.1 2 tm2511981d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

910 Louisiana Street
Houston, Texas
77002-4995

 

TEL +1 713.229.1234

FAX +1 713.229.1522

BakerBotts.com

AUSTIN
BRUSSELS
DALLAS
DUBAI
HOUSTON
LONDON

 

NEW YORK
PALO ALTO
RIYADH
SAN FRANCISCO
Singapore
WASHINGTON

 

 

May 5, 2025

 

AMN Healthcare Services, Inc.

2999 Olympus Boulevard, Suite 500

Dallas, Texas 75019

 

Ladies and Gentlemen:

 

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by AMN Healthcare Services, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 1,776,147 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issuable pursuant to awards granted under the AMN Healthcare 2025 Equity Plan (as amended from time to time, the “Plan”), certain legal matters in connection with the Shares subject to original issuance by the Company therewith are being passed upon for you by us. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

 

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Company’s Second Amended and Restated Certificate of Incorporation and Eleventh Amended and Restated By-laws, each as amended to date, (ii) the Plan, (iii) corporate records of the Company, including minute books of the Company, as furnished to us by the Company, (iv) certificates of public officials and of representatives of the Company, (v) the Registration Statement and (vi) statutes and other records, certificates, instruments and documents as we have deemed necessary or advisable as a basis for the opinions hereinafter expressed.

 

In making our examination, we have assumed, with your consent and without independent investigation or verification, the legal capacity and competency of all natural persons, that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as copies are true, correct and complete copies of the originals of such documents and that all information submitted to us is accurate and complete. We have also assumed, as to factual matters, with your consent and without independent investigation or verification, the truth and accuracy of the certificates, statements or other representations of officers or other representatives of the Company and of governmental and public officials. In addition, we have assumed for purposes of this opinion letter that (i) the Shares will be issued pursuant to the provisions of the Plan; (ii) the consideration received by the Company for the Shares will not be less than the par value of the Shares; and (iii) at or prior to the time of the delivery of any Shares, the Registration Statement will be effective under the Act.

 

 

 

AMN Healthcare Services, Inc. - 2 - May 5, 2025

 

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, in the case of Shares originally issued by the Company pursuant to the provisions of the Plan, following due authorization of a particular award thereunder by the Board of Directors of the Company (the “Board”), the Talent and Compensation Committee of the Board or a similar committee of the Board (the Board or such committee, the “Administrator”) as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of the Plan and such award, for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Administrator as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

 

The opinions set forth above in this opinion letter are limited to the original issuance of Shares by the Company and do not cover shares of Common Stock delivered by the Company out of shares reacquired by it.

 

The opinions set forth above in this opinion letter are limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof. We express no opinion as to the law of any other jurisdiction.

 

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

  Very truly yours,
   
  /s/ Baker Botts L.L.P.