EX-5.1 2 sp2019forms8ex51.htm EXHIBIT 5.1 Exhibit


Exhibit 5.1
 
 
 
 
 
 
 
 
sp2019forms8legalopinion.jpg
 
511 Union Street, Suite 2700
 
615.244.6380
 
main
 
P.O. Box 198966
 
615.244.6804
 
fax
 
Nashville, TN 37219-8966
 
 
wallerlaw.com    
 
 
 
August 12, 2019
Surgery Partners, Inc.
310 Seven Springs Way, Suite 500
Brentwood, Tennessee 37027
 
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Surgery Partners, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed by the Company under the Securities Act of 1933, as amended (the “Act”), on August 12, 2019 (the “Registration Statement”) relating to the registration of an aggregate of 3,500,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for issuance by the Company pursuant to the Company’s 2015 Omnibus Incentive Plan, as amended (the “Plan”) as set forth in the Registration Statement.
In connection with this opinion, 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 upon the foregoing, we are of the opinion that the Shares, when issued in the manner and on the terms described in the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
 
Very truly yours,
 
/s/ Waller Lansden Dortch & Davis, LLP