Document

We have acted as counsel to Surgery Partners, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed by the Company under the Securities Act of 1933, as amended (the “Act”), on November 5, 2021 (the “Registration Statement”) relating to the registration of an aggregate of 3,500,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for issuance by the Company pursuant to the Company’s 2015 Omnibus Incentive Plan, as amended and restated effective January 1, 2020, as amended (the “Plan”) as set forth in the Registration Statement.

In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

Based upon the foregoing, we are of the opinion that the Shares, when issued in the manner and on the terms described in the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.


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