Attached files

file filename
S-1/A - AMENDMENT NO.2 TO FORM S-1 - HealthPort, Inc.ds1a.htm
EX-4.2 - AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT - HealthPort, Inc.dex42.htm
EX-23.3 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - HealthPort, Inc.dex233.htm
EX-23.2 - CONSENT OF DERRICK, STUBBS & STITH, L.L.P. - HealthPort, Inc.dex232.htm
EX-23.4 - CONSENT OF ERNST & YOUNG LLP - HealthPort, Inc.dex234.htm
EX-99.2 - CONSENT OF DIRECTOR NOMINEE - HealthPort, Inc.dex992.htm
EX-99.1 - CONSENT OF DIRECTOR NOMINEE - HealthPort, Inc.dex991.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - HealthPort, Inc.dex231.htm

Exhibit 5.1

LOGO

Citigroup Center

601 Lexington Avenue

New York, New York 10022-4611

 

To Call Writer Directly:

212-446-4800

  www.kirkland.com  

Facsimile:

(212) 446-4900

October 21, 2009

HealthPort, Inc.

925 North Point Parkway

Suite 350

Alpharetta, Georgia 30005

Ladies and Gentlemen:

We are acting as special counsel to HealthPort, Inc., a Delaware corporation (the “Company”), in connection with the proposed registration by the Company of 6,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), including 900,000 shares of Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1 (Registration No. 333-161381), originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2009 under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). All of the shares of Common Stock to be registered pursuant to the Registration Statement are being offered by the Company (the “Shares”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the amended and restated Certificate of Incorporation of the Company and (ii) minutes and records of the corporate proceedings of the Company with respect to the original issuance of the Shares.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

 


Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, when the Registration Statement becomes effective under the Act, when the Board of Directors of the Company has taken all necessary action to approve the issuance and sale of the Shares and when appropriate certificates representing the Shares are duly countersigned and registered by the Company’s transfer agent/registrar and delivered to the Company’s underwriters against payment of the agreed consideration therefore in accordance with the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities for sale in the offering contemplated by the Registration Statement and shall cover such additional securities, if any, registered on such subsequent registration statement.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date the Registration Statement becomes effective under the Act and we assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Sincerely,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

 

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