Attached files
EXHIBIT
5.1
CARL
N. DUNCAN, ESQ., LLC
ATTORNEY
AT LAW
cduncan@cnduncanlaw.com
| 5718 Tanglewood Drive | (301) 263-0200 |
| Bethesda, Maryland 20817 | Fax: (301) 576-5193 |
November
12, 2009
Robert L.
Trinka, Chairman, President & CEO
PhyHealth
Corporation
700 South
Royal Poinciana Boulevard -- Suite 506
Miami,
Florida 33166
Robert L.
Trinka, Chairman, President & CEO
Physicians
Healthcare Management Group, Inc.
700 South
Royal Poinciana Boulevard -- Suite 506
Miami,
Florida 33166
|
Re:
|
PhyHealth
Corporation Registration Statement on Form S-1 Relating to the Spinoff of
Its Shares to Shareholders of Physicians Healthcare
Management Group, Inc.
|
Dear Mr.
Trinka:
This firm
has acted as securities counsel for Phyhealth Corporation (the “Registrant”), a
Delaware corporation, generally since June 2007 and specifically in connection
with the registration under the Securities Act of 1933, as amended, of the
shares of common stock of beneficial interest, par value $0.0001 per share (the
“Shares”), being spun off pursuant to the Registration Statement to shareholders
of Physicians Healthcare Management Group, Inc., the parent of
Registrant. Such Shares are as described in the Registration
Statement filed on the date hereof on Form S-1 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (together with all
amendments thereto) (the “Registration Statement”), proposed to be distributed
by the Registrant pursuant to the referenced Registration
Statement.
You have
requested our opinion regarding the legality of the Shares registered pursuant
to the Registration Statement. We have examined originals or copies,
certified to our satisfaction, of such records, agreements and other instruments
of the Company, certificates or public officials, certificates of the officers
or other representatives of the Company, and other documents, as deemed
necessary as a basis for the opinions hereinafter set forth. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon written factual
representations of officers and directors, including (but not limited to)
statements contained in the Registration Statement.
1
Our
opinions, insofar as they address issues of Nevada law, are based solely upon my
review of (i) the records of the Company and Phyhealth; (ii) the Delaware
Revised Statutes; and (iii) a certified copy of the Registrant’s
Articles of Incorporation (dated January 18, 2008, and all amendments thereto).
We do not express any opinion herein concerning any law other than the laws of
Delaware and the United States.
We have
assumed the genuineness of all signatures on documents reviewed by or presented
to us, the legal capacity of natural persons, the authenticity of all items
submitted to me as originals and the conformity with originals of all items
submitted as copies.
Based
upon and subject to the foregoing as well as the assumptions, conditions and
limitations set forth herein, we are of the opinion that the common shares have
been duly authorized and, when the Shares are issued and spun-off in the manner
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
We are of
the opinion that:
|
1.
|
The
Company is a duly organized, validly existing corporation under the law of
the State of Delaware.
|
|
2.
|
The
Shares of the Registrant to be spun-off pursuant to the Prospectus forming
a part of the Registration Statement are validly authorized and, when
distributed, will be validly issued, fully paid and non-assessable under
the law of Delaware.
|
We hereby
consent to the reference to this firm in the “Legal Matters” section of the
Prospectus and to the inclusion of this opinion as an Exhibit to the
Registration Statement.
| CARL N. DUNCAN, ESQ. LLC | |||
| By: | /s/ Carl N. Duncan | ||
| Carl N. Duncan, Managing Member | |||