Attached files
file | filename |
---|---|
EX-4.2 - EX-4.2 - HCA Healthcare, Inc. | y92190exv4w2.htm |
EX-1.1 - EX-1.1 - HCA Healthcare, Inc. | y92190exv1w1.htm |
EX-4.9 - EX-4.9 - HCA Healthcare, Inc. | y92190exv4w9.htm |
EX-4.3 - EX-4.3 - HCA Healthcare, Inc. | y92190exv4w3.htm |
EX-4.10 - EX-4.10 - HCA Healthcare, Inc. | y92190exv4w10.htm |
EX-25.1 - EX-25.1 - HCA Healthcare, Inc. | y92190exv25w1.htm |
8-K - FORM 8-K - HCA Healthcare, Inc. | y92190e8vk.htm |
Exhibit 5.1
August 1, 2011
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
One Park Plaza
Nashville, Tennessee 37203
Ladies and Gentlemen:
We have acted as counsel to HCA Inc., a Delaware corporation (the Company), HCA Holdings,
Inc., a Delaware corporation and the direct parent of the Company (Holdings or the Parent
Guarantor) and the subsidiaries of the Company listed on Schedules I and II hereto (collectively,
the Subsidiary Guarantors and, together with the Parent Guarantor, the Guarantors) in
connection with the Registration Statement on Form S-3 (File No. 333-175791) (the Registration
Statement) filed by the Company and the Guarantors with the Securities and Exchange Commission
(the Commission) under the Securities Act of 1933, as amended (the Act), relating to the
issuance thereunder by the Company of (i) $2,000,000,000 aggregate principal amount of 7.50% Senior
Notes due 2022 (the Unsecured Notes), unconditionally guaranteed (each, an Unsecured Note
Guarantee, and collectively, the Unsecured Note Guarantees) on a senior unsecured basis by the
Parent Guarantor and (ii) $3,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes
due 2020 (the Secured Notes and, together with the Unsecured Notes, the Notes),
unconditionally guaranteed (each, a Secured Note Guarantee, and collectively, the Secured Note
Guarantees and, together with the Unsecured Note Guarantees, the Guarantees) (a) jointly and
severally, on a senior secured
basis by each of the Subsidiary Guarantors and (b) on a senior unsecured basis by the Parent
Guarantor, pursuant to the Underwriting Agreement, dated July 26, 2011, among the Company, the
Parent Guarantor, the Subsidiary Guarantors and the underwriters named therein (the Underwriting
Agreement).
We have examined the Registration Statement as it became effective under the Act; the
prospectus dated July 26, 2011 (the Base Prospectus), as supplemented by the prospectus
supplement dated July 26, 2011 (the Final Prospectus Supplement and, together with the Base
Prospectus, the Prospectus), filed by the Company and the Guarantors pursuant to Rule 424(b) of
the rules and regulations of the Commission under the Act; the Indenture, dated as of August 1,
2011 (the Base Indenture) among the Company, Holdings, Law Debenture Trust Company of New York,
as trustee (the Trustee) and Deutsche Bank Trust Company Americas, as registrar, paying agent and
transfer agent (in each capacity, the Registrar), as supplemented by the Supplemental Indenture
No. 1, dated as of August 1, 2011 (together with the Base Indenture, the Unsecured Notes
Indenture), among the Company, the Parent Guarantor, the Trustee (in such capacity, the Unsecured
Notes Trustee) and the Registrar and the Supplemental Indenture No. 2, dated as of August 1, 2011
(together with the Base Indenture, the Secured Notes Indenture), among the Company, the
Guarantors, the Trustee (in such capacity, the Secured Notes Trustee) and the Registrar;
duplicates of the global notes representing the Notes; and the Underwriting Agreement.
We also have examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, documents and other instruments and have made such other investigations as we
have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to
questions of fact material to this opinion, we have relied upon
certificates or comparable documents of public officials and of officers and representatives
of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies and the authenticity of the originals of such latter documents. We
also have assumed that the Unsecured Notes Indenture and the Secured Notes Indenture are the valid and legally binding obligations of the
Unsecured Notes Trustee and the Secured Notes Trustee, as applicable.
We have assumed further that (1) each of the Subsidiary Guarantors listed on Schedule I (the Schedule I
Guarantors) has duly authorized, executed, delivered and/or issued, as applicable, the Secured Notes Indenture and Secured
Notes Guarantees in accordance with the law of the jurisdiction in which it was organized, (2) the
execution, delivery and performance by each of the Schedule I Guarantors of the Secured Notes
Indenture and Secured Notes Guarantees do not and will not violate the certificate of
incorporation, certificate of formation, certificate of limited partnership, by laws, limited
liability company agreement, limited partnership agreement or partnership agreement, as the case
may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I
Guarantor is organized or any other applicable law (excepting the law of the State of New York and
the federal laws of the United States) and (3) the execution, delivery and performance by the
Company and the Guarantors of the Indentures and the Guarantees will not breach or result in a
default under any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which Holdings or any of its subsidiaries is a party or by which Holdings or any of
its subsidiaries is bound or to which any of the property or assets of Holdings or any of its
subsidiaries is subject.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that:
1. | Assuming due authentication of the Notes by the Unsecured Notes Trustee and the Secured Notes Trustee, as applicable, the Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. | ||
2. | Assuming due authentication of the Notes by the Unsecured Notes Trustee and the Secured Notes Trustee, as applicable, the Guarantees constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms. |
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New
York, the federal law of the United States, the Delaware General Corporation Law, the Delaware
Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act (including
the statutory provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting such laws of Delaware).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption Legal matters in the Prospectus included
in the Registration Statement.
Very truly yours, |
||||
/s/ Simpson Thacher & Bartlett LLP
|
||||
SIMPSON THACHER & BARTLETT LLP | ||||
Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
Bay Hospital, Inc.
|
FL | |
Brigham City Community Hospital, Inc.
|
UT | |
Brookwood Medical Center of Gulfport, Inc.
|
MS | |
Capital Division, Inc.
|
VA | |
Central Florida Regional Hospital, Inc.
|
FL | |
Central Shared Services, LLC
|
VA | |
Central Tennessee Hospital Corporation
|
TN | |
Chippenham & Johnston-Willis Hospitals, Inc.
|
VA | |
Colorado Health Systems, Inc.
|
CO | |
Columbia ASC Management, L.P.
|
CA | |
Columbia Jacksonville Healthcare System, Inc.
|
FL | |
Columbia LaGrange Hospital, Inc.
|
IL | |
Columbia Medical Center of Arlington Subsidiary, L.P.
|
TX | |
Columbia Medical Center of Denton Subsidiary, L.P.
|
TX | |
Columbia Medical Center of Las Colinas, Inc.
|
TX | |
Columbia Medical Center of Lewisville Subsidiary, L.P.
|
TX | |
Columbia Medical Center of McKinney Subsidiary, L.P.
|
TX | |
Columbia Medical Center of Plano Subsidiary, L.P.
|
TX | |
Columbia North Hills Hospital Subsidiary, L.P.
|
TX | |
Columbia Ogden Medical Center, Inc.
|
UT | |
Columbia Parkersburg Healthcare System, LLC
|
WV | |
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.
|
TX | |
Columbia Polk General Hospital, Inc.
|
GA | |
Columbia Riverside, Inc.
|
CA | |
Columbia/Alleghany Regional Hospital, Incorporated
|
VA | |
Columbia/HCA John Randolph, Inc.
|
VA | |
Columbine Psychiatric Center, Inc.
|
CO | |
Columbus Cardiology, Inc.
|
GA | |
Conroe Hospital Corporation
|
TX | |
Dauterive Hospital Corporation
|
LA | |
Dublin Community Hospital, LLC
|
GA | |
Eastern Idaho Health Services, Inc.
|
ID | |
Edward White Hospital, Inc.
|
FL | |
El Paso Surgicenter, Inc.
|
TX | |
Encino Hospital Corporation, Inc.
|
CA |
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
Fairview Park, Limited Partnership
|
GA | |
Frankfort Hospital, Inc.
|
KY | |
Galen Property, LLC
|
VA | |
Green Oaks Hospital Subsidiary, L.P.
|
TX | |
Greenview Hospital, Inc.
|
KY | |
HCA Central Group, Inc.
|
TN | |
HCA Health Services of Florida, Inc.
|
FL | |
HCA Health Services of Louisiana, Inc.
|
LA | |
HCA Health Services of Oklahoma, Inc.
|
OK | |
HCA Health Services of Tennessee, Inc.
|
TN | |
HCA Health Services of Virginia, Inc.
|
VA | |
HCA Realty, Inc.
|
TN | |
HD&S Corp. Successor, Inc.
|
FL | |
Health Midwest Office Facilities Corporation
|
MO | |
Health Midwest Ventures Group, Inc.
|
MO | |
Hendersonville Hospital Corporation
|
TN | |
Hospital Corporation of Tennessee
|
TN | |
Hospital Corporation of Utah
|
UT | |
HSS Virginia, L.P.
|
VA | |
HTI Memorial Hospital Corporation
|
TN | |
Integrated Regional Lab, LLC
|
FL | |
Integrated Regional Laboratories, LLP
|
DE | |
KPH-Consolidation, Inc.
|
TX | |
Largo Medical Center, Inc.
|
FL | |
Las Vegas Surgicare, Inc.
|
NV | |
Lawnwood Medical Center, Inc.
|
FL | |
Lewis-Gale Hospital, Incorporated
|
VA | |
Lewis-Gale Physicians, LLC
|
VA | |
Los Robles Regional Medical Center
|
CA | |
Marietta Surgical Center, Inc.
|
GA | |
Marion Community Hospital, Inc.
|
FL | |
MCA Investment Company
|
CA | |
Memorial Healthcare Group, Inc.
|
FL | |
Midwest Division RBH, LLC
|
MO | |
Montgomery Regional Hospital, Inc.
|
VA | |
Mountain View Hospital, Inc.
|
UT | |
National Patient Account Services, Inc.
|
TX | |
Nashville Shared Services General Partnership
|
DE | |
New Port Richey Hospital, Inc.
|
FL | |
New Rose Holding Company, Inc.
|
CO | |
North Florida Immediate Care Center, Inc.
|
FL |
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
North Florida Regional Medical Center, Inc.
|
FL | |
Northern Utah Healthcare Corporation
|
UT | |
Northern Virginia Community Hospital, LLC
|
VA | |
Northlake Medical Center, LLC
|
GA | |
Notami Hospitals of Louisiana, Inc.
|
LA | |
Okaloosa Hospital, Inc.
|
FL | |
Okeechobee Hospital, Inc.
|
FL | |
Palmyra Park Hospital, Inc.
|
GA | |
Pasadena Bayshore Hospital, Inc.
|
TX | |
Pulaski Community Hospital, Inc.
|
VA | |
Redmond Park Hospital, LLC
|
GA | |
Redmond Physician Practice Company
|
GA | |
The Regional Health System of Acadiana, LLC
|
LA | |
Retreat Hospital, LLC
|
VA | |
Rio Grande Regional Hospital, Inc.
|
TX | |
Riverside Healthcare System, L.P.
|
CA | |
Sarasota Doctors Hospital, Inc.
|
FL | |
Southern Hills Medical Center, LLC
|
NV | |
Spotsylvania Medical Center, Inc.
|
VA | |
Spring Branch Medical Center, Inc.
|
TX | |
Spring Hill Hospital, Inc.
|
TN | |
St. Marks Lone Peak Hospital, Inc.
|
UT | |
Sun City Hospital, Inc.
|
FL | |
Sunrise Mountainview Hospital, Inc.
|
NV | |
Surgicare of Brandon, Inc.
|
FL | |
Surgicare of Florida, Inc.
|
FL | |
Surgicare of Houston Womens, Inc.
|
TX | |
Surgicare of Manatee, Inc.
|
FL | |
Surgicare of New Port Richey, Inc.
|
FL | |
Surgicare of Palms West, LLC
|
FL | |
Surgicare of Riverside, LLC
|
CA | |
Tallahassee Medical Center, Inc.
|
FL | |
TCMC Madison-Portland, Inc.
|
TN | |
Terre Haute MOB, L.P.
|
IN | |
Timpanogos Regional Medical Services, Inc.
|
UT | |
VH Holdco, Inc.
|
NV | |
VH Holdings, Inc.
|
NV | |
Virginia Psychiatric Company, Inc.
|
VA | |
W & C Hospital, Inc.
|
TX | |
Walterboro Community Hospital, Inc.
|
SC | |
West Florida Regional Medical Center, Inc.
|
FL |
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
West Valley Medical Center, Inc.
|
ID | |
Western Plains Capital, Inc.
|
NV | |
WHMC, Inc.
|
TX | |
Womans Hospital of Texas, Incorporated
|
TX |
Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
Partnerships Incorporated or Formed in the State of Delaware
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
American Medicorp Development Co.
|
Delaware | |
Centerpoint Medical Center of Independence, LLC
|
Delaware | |
CHCA Bayshore, L.P.
|
Delaware | |
CHCA Conroe, L.P.
|
Delaware | |
CHCA Mainland, L.P.
|
Delaware | |
CHCA West Houston, L.P.
|
Delaware | |
CHCA Womans Hospital, L.P.
|
Delaware | |
CMS GP, LLC
|
Delaware | |
Columbia Rio Grande Healthcare, L.P.
|
Delaware | |
Columbia Valley Healthcare System, L.P.
|
Delaware | |
Dallas/Ft. Worth Physician, LLC
|
Delaware | |
EP Health, LLC
|
Delaware | |
Fairview Park GP, LLC
|
Delaware | |
Good Samaritan Hospital, L.P.
|
Delaware | |
Goppert-Trinity Family Care, LLC
|
Delaware | |
GPCH-GP, Inc.
|
Delaware | |
Grand Strand Regional Medical Center, LLC
|
Delaware | |
HCA IT&S Field Operations, Inc.
|
Delaware | |
HCA IT&S Inventory Management, Inc.
|
Delaware | |
HCA Management Services, L.P.
|
Delaware | |
Hospital Development Properties, Inc.
|
Delaware | |
HSS Holdco, LLC
|
Delaware | |
HSS Systems VA, LLC
|
Delaware | |
HSS Systems, LLC
|
Delaware | |
HTI MOB, LLC
|
Delaware | |
JFK Medical Center Limited Partnership
|
Delaware | |
Lakeland Medical Center, LLC
|
Delaware | |
Lakeview Medical Center, LLC
|
Delaware | |
Lewis-Gale Medical Center, LLC
|
Delaware | |
Management Services Holdings, Inc.
|
Delaware | |
Medical Centers of Oklahoma, LLC
|
Delaware | |
Medical Office Buildings of Kansas, LLC
|
Delaware | |
Midwest Division ACH, LLC
|
Delaware | |
Midwest Division LRHC, LLC
|
Delaware | |
Midwest Division LSH, LLC
|
Delaware | |
Midwest Division MCI, LLC
|
Delaware |
Jurisdiction of | ||
Incorporation or | ||
Entity Name | Formation | |
Midwest Division MMC, LLC
|
Delaware | |
Midwest Division OPRMC, LLC
|
Delaware | |
Midwest Division PFC, LLC
|
Delaware | |
Midwest Division RMC, LLC
|
Delaware | |
Midwest Division RPC, LLC
|
Delaware | |
Midwest Holdings, Inc.
|
Delaware | |
Notami Hospitals, LLC
|
Delaware | |
Outpatient Cardiovascular Center of Central Florida, LLC
|
Delaware | |
Palms West Hospital Limited Partnership
|
Delaware | |
Plantation General Hospital, L.P.
|
Delaware | |
Reston Hospital Center, LLC
|
Delaware | |
Riverside Hospital, Inc.
|
Delaware | |
Samaritan, LLC
|
Delaware | |
San Jose Healthcare System, LP
|
Delaware | |
San Jose Hospital, L.P.
|
Delaware | |
San Jose Medical Center, LLC
|
Delaware | |
San Jose, LLC
|
Delaware | |
SJMC, LLC
|
Delaware | |
Terre Haute Hospital GP, Inc.
|
Delaware | |
Terre Haute Hospital Holdings, Inc.
|
Delaware | |
Terre Haute Regional Hospital, L.P.
|
Delaware | |
Trident Medical Center, LLC
|
Delaware | |
Utah Medco, LLC
|
Delaware | |
Wesley Medical Center, LLC
|
Delaware |