[XXXXXX XXXXXXXX XXXXXX & XXXXXXX XXXXXXXXXX]
EXHIBIT 5
February 7, 2003
Securities and Exchange Commission
000 Xxxxx Xxxxxx X.X.
Washington, D.C. 20549
RE: U.S. PHYSICAL THERAPY, INC. NONSTATUTORY STOCK OPTION AGREEMENTS
DATED FEBRUARY 7, 2001 AND FEBRUARY 26, 2002
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
As special counsel to U.S. Physical Therapy, Inc., a Nevada corporation
(the "Company"), we are rendering this opinion in connection with its
registration statement on Form S-8 (the "Registration Statement") relating to
the registration of 40,000 shares (the "Shares") of the Company's common stock,
$0.01 par value per share, and the proposed sale thereof. The Shares are to be
issued and sold in connection with the Company's Nonstatutory Stock Option
Agreements dated February 7, 2001 and February 26, 2002. This opinion letter is
being furnished at the Company's request in order to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with the Registration Statement.
We have examined all instruments, documents and records that we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the limitations hereinabove
provided, we are of the opinion that the Company has the full corporate power
and authority under the laws of the State of Nevada, and under the Company's
Articles of Incorporation, as amended, and Bylaws, as amended, to issue the
Shares, and that such Shares, subject to the Registration Statement becoming
effective under the Securities Act of 1933, as amended (the "Act"), and assuming
that there are a sufficient number of authorized but unissued shares of the
Company's common stock, are validly authorized shares of common stock of the
Company, and when issued in accordance with, upon receipt of payment therefor,
will be legally issued, fully paid and nonassessable and not subject to any
preemptive or similar rights.
We hereby consent to the filing of the foregoing opinion as an exhibit
to the above-referenced Registration Statement filed with the Securities and
Exchange Commission under the Act, and to the use of our name in such
Registration Statement.
Very truly yours,
/k/ Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx
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