Attached files

file filename
8-K - FORM 8-K - ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.d8k.htm
EX-1.1 - UNDERWRITING AGREEMENT - ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.dex11.htm

Exhibit 5.1

 

 
LOGO   

SIDLEY AUSTIN LLP

ONE SOUTH DEARBORN STREET

CHICAGO, IL 60603

(312) 853 7000

(312) 853 7036 FAX

  

BEIJING

BRUSSELS

CHICAGO

DALLAS

FRANKFURT

GENEVA

HONG KONG

LONDON

LOS ANGELES

  

NEW YORK

PALO ALTO

SAN FRANCISCO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

WASHINGTON, D.C.

 
        FOUNDED 1866

August 17, 2010

Allscripts-Misys Healthcare Solutions, Inc.

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

 

  Re: 31,050,000 Shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

We refer to:

(i) the Registration Statement on Form S-3 (Registration No. 333-167412) (the “Registration Statement”) filed on June 9, 2010 by Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of securities of the Company, including shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act;

(ii) the Framework Agreement, dated June 9, 2010 (the “Framework Agreement”), between the Company and Misys plc, pursuant to which the Company has agreed, subject to the terms and conditions thereof, to issue 61,308,295 shares of Common Stock to Kapiti Limited and ACT Sigmex Limited (collectively, the “Selling Stockholders”) in exchange for 100% of the issued and outstanding shares of an indirect subsidiary of Misys plc;

(iii) the Underwriting Agreement, dated August 16, 2010 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the underwriters (the “Underwriters”) named in Schedule B thereto, pursuant to which (A) the Selling Stockholders have agreed to sell to the Underwriters, and the Underwriters have agreed to purchase, severally, 27,000,000 shares of the Common Stock (the “Firm Shares”) that the Selling Stockholders acquire pursuant to the Framework Agreement, and (B) the Selling Stockholders have granted to the Underwriters an option to purchase up to an additional 4,050,000 shares of the Common Stock (the “Option Shares”) the Selling Stockholders acquire pursuant to the Framework Agreement;

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships


LOGO

Allscripts-Misys Healthcare Solutions, Inc.

August 17, 2010

Page 2

 

(iv) the Company’s prospectus, dated June 9, 2010 (the “Base Prospectus”), that forms a part of the Registration Statement; and

(v) the Company’s prospectus supplement, dated August 16, 2010 (the “Prospectus Supplement”), supplementing the Base Prospectus and relating to the offering by the Selling Stockholders of the Firm Shares and the Option Shares (collectively, the “Shares”) pursuant to the Registration Statement, as filed with the SEC on August 17, 2010.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions expressed below, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith, the Base Prospectus and the Prospectus Supplement, the Framework Agreement, the Underwriting Agreement, the Third Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-laws of the Company and the resolutions of the Board of Directors of the Company dated June 8, 2010 relating to the Registration Statement and the Framework Agreement. We have also examined originals, or copies of originals certified or otherwise identified to our satisfaction, of such records of the Company and of such agreements, documents, certificates, statements of governmental officials and instruments and have examined such questions of law and have satisfied ourselves as to such matters of fact as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

Based on the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1. The issuance of the Shares to the Selling Stockholders pursuant to the Framework Agreement has been duly authorized by the Company.

2. The Firm Shares to be sold by the Selling Stockholders pursuant to the Underwriting Agreement will be legally issued, fully paid and non-assessable when the Company’s books shall reflect the issuance of the Firm Shares to the Selling Stockholders against payment of the agreed consideration therefor as contemplated by the Framework Agreement.

3. The Option Shares will be legally issued, fully paid and non-assessable when the Company’s books shall reflect the issuance of the Option Shares to the Selling Stockholders against payment of the agreed consideration therefor as contemplated by the Framework Agreement.


LOGO

Allscripts-Misys Healthcare Solutions, Inc.

August 17, 2010

Page 3

 

For the purposes of this letter, we have assumed that, at the time of the issuance of the Shares pursuant to the Framework Agreement: (i) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity thereof; and (ii) the Third Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated By-laws of the Company, as currently in effect, will not have been modified or amended and will be in full force and effect.

This letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder.

We hereby consent to the filing of this letter as an Exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated thereunder.

 

Very truly yours,
/s/ Sidley Austin LLP