EX-5.1 2 ex5-1.htm EXHIBIT 5.1 ex5-1.htm

Exhibit 5.1
 
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November 15, 2011
 

 
ExamWorks Group, Inc.
3280 Peachtree Road, N.E.
Suite 2625
Atlanta, GA 30305

Re: ExamWorks Group, Inc. Registration Statement on Form S-8

 We have acted as counsel to ExamWorks Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission on November 15, 2011 (the “Registration Statement”) to effect registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 5,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), reserved for issuance pursuant to the Company’s 2008 Amended and Restated Stock Incentive Plan, as amended by the First Amendment effective August 3, 2011 (the “Plan”).
 
             As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:
 
(i)  
the Registration Statement;
 
(ii)  
the Plan;
 
(iii)  
the certificate of incorporation of the Company, certified as of November 14, 2011 by the Secretary of State of the State of Delaware and the by-laws of the Company as presently in effect as certified by the Assistant Secretary of the Company as of the date hereof;
 
(iv)  
a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of the Company under the laws of the State of Delaware as of November 14, 2011 (the “Good Standing Certificate”); and
 
(v)  
a certificate of the Assistant Secretary of the Company certifying that the Plan, as amended, was approved by the Company’s Board of Directors and the Company’s stockholders, as required by law or regulation.
 
In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as basis for the opinion set forth herein.
 
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ExamWorks Group, Inc.
November 15, 2011
Page 2
  
 
 
In such examination and in rendering the opinion expressed below, we have assumed:  (i) the genuineness of all signatures on all documents submitted to us; (ii) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (iii) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, corporate records, certificates and other instruments, and that all such original documents, corporate records, certificates and other instruments were authentic and complete; (iv) the legal capacity of all individuals executing documents; and (v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion are true and correct and that there has not been any change in the good standing status of the Company from that reported in the Good Standing Certificate.  As to all questions of fact material to this opinion we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company.
 
Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this letter.  We have been engaged by the Company only in connection with specified matters, and do not represent the Company with respect to all legal matters or issues.  The Company employs other independent counsel and handles certain legal matters and issues without the assistance of independent counsel.
 
Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and sold as described in the Registration Statement and in accordance with the Plan and the applicable award agreements thereunder (including the receipt of the full purchase price therefor at not less than par value), will be validly issued, fully paid and nonassessable.
 
We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the Delaware General Corporation Law.
 
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.
 
 
 

 
 
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ExamWorks Group, Inc.
November 15, 2011
Page 3
 
 
 
           We hereby consent to the reference to our firm under the heading “Interests of Named Experts and Counsel” in the Registration Statement and to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.  This opinion is rendered as of the date hereof in connection with the Registration Statement and may not be relied upon for any other purpose.  We assume no obligation to advise you or any other person hereafter with regard to any change subsequent to the effectiveness of the Registration Statement in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or a legal conclusion or other matters in this letter.
 
  Sincerely,
   
 
/s/ Paul Hastings LLP