Exhibit
5.1
December
3, 2009
Air
Methods Corporation
7301
South Peoria
Englewood,
Colorado 80112
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Re:
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Registration
Statement on Form S-3
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Relating
to an Aggregate $200,000,000
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Principal
Amount of Securities
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Ladies
and Gentlemen:
We have
acted as counsel to Air Methods Corporation, a Delaware corporation (“Air Methods”), Rocky
Mountain Holdings, L.L.C., a Delaware limited liability company, Mercy Air
Service, Inc., a California corporation, LifeNet, Inc., a Missouri corporation,
and FSS Airholdings, Inc., a Delaware corporation (collectively, the “Guarantors”), in connection with the
registration by Air Methods and the Guarantors pursuant to a Registration
Statement on Form S-3 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), of an
aggregate $200,000,000 principal amount of (i) senior and/or subordinate debt
securities of Air Methods (together, the “Debt Securities”)
(ii) shares of Air Methods common stock, par value $0.06 per share (the “Common Stock”), (iii)
shares of Air Methods preferred stock, par value $1.00 per share (the “Preferred Stock”),
(iv) warrants to purchase any of the Debt Securities, Common Stock or Preferred
Stock (the “Warrants”), (v)
guarantees of Debt Securities by the Guarantors (the “Guarantees”), (vi)
rights to purchase Common Stock, Preferred Stock, and/or Debt Securities (the
“Rights”),
(vii) depositary shares (the “Depositary Shares”),
and (viii) units consisting of two or more classes or series of securities (the
“Units”). The
Debt Securities, Common Stock, Preferred Stock, Warrants, Guarantees, Rights,
Depositary Shares, and Units are referred to collectively herein as the “Securities.”
The Debt
Securities will be issued from time to time either in whole or in part under one
or more indentures (each, an “Indenture”), each of
which will be between Air Methods and a trustee to be named in a supplement to
the prospectus (the “Prospectus”) included
in the Registration Statement, and, if applicable, one or more Guarantors as
guarantors with respect to such Debt Securities. Any Guarantee of one or more
series of Debt Securities will be issued pursuant to a supplement to the
Indenture pursuant to which the corresponding Debt Securities are issued. The
Warrants will be issued under one or more warrant agreements between Air Methods
and a banking institution organized under the laws of the United States or one
of the states thereof (each, a “Warrant
Agreement”). The Rights will be issued under one or more
rights agreements between Air Methods and a bank or trust company as rights
agent (each, a “Rights
Agreement”). The Depositary Shares will be issued under one or
more deposit agreements between Air Methods and a bank or trust company as
depositary (each, a “Depositary
Agreement”).
In
addition, we have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments, have made such inquiries as to questions of fact of
officers and representatives of Air Methods and the Guarantors, and have made
such examinations of law as we have deemed necessary or appropriate for purposes
of giving the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the originals of all documents submitted
to us as copies.
We have
assumed for purposes of this opinion (i) the corporate power, authority and
legal right of the trustees under the Indentures, the banking institutions under
the Warrant Agreements, the rights agents under the Rights Agreements, and the
banks or trust companies under the Depositary Agreements to execute, deliver and
perform their obligations under the Indenture, Warrant Agreement, Rights
Agreement, or Depositary Agreement, as applicable, that the performance of such
obligations by any such trustee, banking institution, rights agent, bank, or
trust company will not violate its charter or by-laws, or applicable
organizational documents, and that the trustee, banking institution, rights
agent, bank, or trust company has the legal ability to exercise their purported
powers in the State of Colorado, and (ii) that the Indentures, Warrant
Agreements, Rights Agreements, and Depositary Agreements will have been duly
authorized, executed and delivered by the trustee, banking institution, rights
agent, bank, or trust company at the time of issuance of the Debt Securities,
Warrants, Rights, or Depositary Shares, as applicable. (iii) that the aggregate
number of shares of Air Methods which would be outstanding after the issuance or
reservation for issuance of the Securities, and any other contemporaneously
issued or reserved Common Stock or Preferred Stock, together with the number of
Common Stock and Preferred Stock previously issued and outstanding and the
number of shares of Common Stock and Preferred Stock previously reserved for
issuance upon the conversion or exchange of other securities issued by Air
Methods does not exceed the number of then authorized shares of Air
Methods.
Air
Methods Corporation
December
3, 2009
Page
2
The
opinions herein are limited to matters governed by the federal laws of the
United States of America, the laws of the State of Colorado, and the Delaware
General Corporation Law, including the provisions of the Delaware Constitution
and the reported judicial decisions interpreting such law. Except as
expressly stated above, we express no opinion with respect to any other law of
the state of California, Missouri, Delaware, or any other
jurisdiction.
Based
upon and subject to the limitations, qualifications, exceptions and assumptions
set forth herein, we are of the opinion that:
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1.
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The
issuance and sale by Air Methods of an aggregate $200,000,000 principal
amount of Securities, as provided in the Registration Statement, have been
duly and validly authorized by all necessary corporate action of Air
Methods.
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a.
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the
Registration Statement and any amendments thereto have become effective
under the Act;
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b.
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the
applicable Indenture and the applicable trustee have been qualified under
the Trust Indenture Act of 1939 and such Indenture has been duly executed
and delivered by the parties
thereto;
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c.
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the
definitive terms of any Debt Securities and of their issue and sale have
been duly established in conformity with the resolutions of the board of
directors of Air Methods and the applicable Indentures so as not to
violate any applicable law or agreement or instrument then binding on Air
Methods;
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d.
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the
Debt Securities have been duly executed, authenticated and delivered in
accordance with the Indentures;
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e.
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the
Debt Securities have been issued and sold as contemplated in the
Registration Statement, the Prospectus and in the applicable supplement to
the Prospectus;
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f.
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the
issuance of Warrants and approval of the final terms thereof have been
duly authorized by appropriate corporate action, and the related Warrant
Agreement under which Warrants are to be delivered has been duly
authorized, executed and delivered;
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g.
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the
issuance of Units and approval of the final terms thereof have been duly
authorized by appropriate corporate action, and the related agreements
under which the securities comprising the Units are to be delivered, as
applicable, have been duly authorized, executed and
delivered;
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Air
Methods Corporation
December
3, 2009
Page
3
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h.
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the
issuance of Rights and approval of the final terms thereof have been duly
authorized by appropriate corporate action, and the related Rights
Agreement under which Rights are to be delivered has been duly authorized,
executed and delivered;
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i.
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the
issuance of Depositary Shares and approval of the final terms thereof have
been duly authorized by appropriate corporate action, and the related
Depositary Agreement under which Depositary Shares are to be delivered has
been duly authorized, executed and
delivered;
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j.
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the
issuance of Guarantees and approval of the final terms thereof have been
duly authorized by appropriate corporate or entity action,
and the Guarantees have been duly executed
and delivered by the Guarantors party
thereto;
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k.
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the
issuance of the Common Stock has been duly authorized by appropriate
corporate action and certificates evidencing such shares of Common Stock
have been duly executed and delivered against payment of the authorized
consideration therefor; and
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l.
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the
issuance of the Preferred Stock has been duly authorized by appropriate
corporate action and certificates evidencing such shares of Preferred
Stock have been duly executed and delivered against payment of the
authorized consideration therefor;
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then,
subject to the final terms being in compliance with then applicable law, (i) the
Debt Securities will constitute valid and legally binding obligations of Air
Methods, entitled to the benefits of and subject to the terms of the applicable
Indentures, (ii) the Warrants will constitute valid and legally binding
obligations of Air Methods, entitled to the benefits of and subject to the terms
of the applicable Warrant Agreements, (iii) the Units will constitute valid and
legally binding obligations of Air Methods, entitled to the benefits of and
subject to the terms of the applicable agreements under which the securities
comprising the Units are to be delivered, (iv) the Rights will constitute valid
and legally binding obligations of Air Methods, entitled to the benefits of and
subject to the terms of the applicable Rights Agreements, (v) the Depositary
Shares will constitute valid and legally binding obligations of Air Methods,
entitled to the benefits of and subject to the terms of the applicable
Depositary Agreements, (vi) the Guarantees will constitute valid and
legally binding obligations of the Guarantors party thereto, entitled to the
benefits of and subject to their terms and (vii) the Common Stock and Preferred
Stock will be legally issued, fully paid and non-assessable shares of Common
Stock and Preferred Stock, respectively, of Air Methods, provided that the
consideration therefor is not less than the par value thereof.
Insofar
as this opinion relates to the validity, binding effect or enforceability of any
agreement or obligation of Air Methods, it is subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and similar laws
affecting creditors’ rights generally and limited by general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).
We are
expressing no opinion as to any obligations that parties other than Air Methods
may have under or in respect of the Securities covered by the Registration
Statement or as to the effect that their performance of such obligations may
have upon any of the matters referred to above.
We hereby
consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to this firm under the heading “Legal Matters” in the Prospectus as
the counsel who will pass upon the validity of the Securities. 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 of the Securities
and Exchange Commission thereunder.
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Very
truly yours,
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/s/
DAVIS GRAHAM & STUBBS LLP
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DAVIS
GRAHAM & STUBBS LLP
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