Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HCA Healthcare, Inc. | d427701d8k.htm |
| EX-4.1 - JOINDER AGREEMENT NO. 1 - HCA Healthcare, Inc. | d427701dex41.htm |
| EX-4.3 - SUPPLEMENTAL INDENTURE NO. 5 - HCA Healthcare, Inc. | d427701dex43.htm |
| EX-5.2 - OPINION OF ROBERT A. WATERMAN - HCA Healthcare, Inc. | d427701dex52.htm |
| EX-4.4 - SUPPLEMENTAL INDENTURE NO. 6 - HCA Healthcare, Inc. | d427701dex44.htm |
| EX-4.10 - ADDITIONAL GENERAL INTERCREDITOR AGREEMENT - HCA Healthcare, Inc. | d427701dex410.htm |
| EX-4.11 - ADDITIONAL RECEIVABLES INTERCREDITOR AGREEMENT - HCA Healthcare, Inc. | d427701dex411.htm |
Exhibit 5.1
October 23, 2012
HCA Inc.
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”) and the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) in connection with the Registration Statement on Form S-3 (File No. 333-175791), as amended by Post-Effective Amendments Nos. 1 and 2 thereto (as amended, 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) $1,250,000,000 aggregate principal amount of 5.875% Senior Notes due 2023 (the “Unsecured Notes”), unconditionally guaranteed (the “Unsecured Note Guarantee”) on a senior unsecured basis by Holdings, and (ii) $1,250,000,000 aggregate principal amount of 4.75% Senior Secured Notes due 2023 (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 Guarantee,” the “Guarantees”) (i) on a senior unsecured basis by Holdings and (ii) jointly and severally, on a senior secured basis by each of the Subsidiary Guarantors, pursuant to the Underwriting Agreement, dated October 16, 2012 (the “Underwriting Agreement”), among the Company, the Guarantors and the underwriters named therein.
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 October 16, 2012 (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. 5, dated as of October 23, 2012 (together with the Base Indenture, the “Unsecured Notes Indenture”), among the Company, the Guarantors, the Trustee (in such capacity, the “Unsecured Notes Trustee”) and the Registrar and the Supplemental Indenture No. 6, dated as of October 23, 2012 (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.
2
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 Indenture is the valid and legally binding obligations of the Trustee.
We have assumed further that (1) the Secured Notes Indenture has been duly authorized, executed and delivered by each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”), (2) the execution, delivery and performance of the Secured Notes Indenture and the issuance and performance of the Secured Note Guarantees by each of the Schedule I Guarantors do not and will not violate the law of its state of incorporation or organization or any other applicable law (except that we make no such assumption with respect to the law of the State of New York and the federal law of the United States).
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 Unsecured Notes by the Unsecured Notes Trustee and the Secured Notes by the Secured Notes Trustee, and upon payment and delivery in accordance with the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. |
| 2. | Assuming due authentication of the Unsecured Notes by the Unsecured Notes Trustee and the Secured Notes by the Secured Notes Trustee, and upon payment and delivery in accordance with the Underwriting Agreement, the Guarantees will 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.
3
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.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Notes 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 |
4
Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
| Entity Name |
Jurisdiction of Incorporation or 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 | |
| Fairview Park, Limited Partnership |
GA |
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| Entity Name |
Jurisdiction of Incorporation or Formation | |
| 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 HealthONE LLC |
CO | |
| 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 | |
| Lone Peak Hospital, Inc. |
UT | |
| 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 |
6
| Entity Name |
Jurisdiction of Incorporation or 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, LLC |
GA | |
| Parallon Business Solutions, LLC |
TN | |
| Parallon Credentialing Solutions, LLC |
TN | |
| Parallon Enterprises, LLC |
TN | |
| Parallon Health Information Solutions, LLC |
TN | |
| Parallon Payroll Solutions, LLC |
TN | |
| Parallon Physician Services, LLC |
TN | |
| Parallon Workforce Management Solutions, LLC |
TN | |
| 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 | |
| Sun City Hospital, Inc. |
FL | |
| Sunrise Mountainview Hospital, Inc. |
NV | |
| Surgicare of Brandon, Inc. |
FL | |
| Surgicare of Florida, Inc. |
FL | |
| Surgicare of Houston Women’s, Inc. |
TX | |
| Surgicare of Manatee, Inc. |
FL | |
| Surgicare of Newport 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 |
7
| Entity Name |
Jurisdiction of Incorporation or Formation | |
| 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 | |
| West Valley Medical Center, Inc. |
ID | |
| Western Plains Capital, Inc. |
NV | |
| WHMC, Inc. |
TX | |
| Woman’s Hospital of Texas, Incorporated |
TX |
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Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
| Entity Name |
Jurisdiction of Incorporation or 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 Woman’s Hospital, L.P. |
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 | |
| HPG Enterprises, LLC |
Delaware | |
| HSS Holdco, 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 | |
| Midwest Division - MMC, LLC |
Delaware | |
| Midwest Division - OPRMC, LLC |
Delaware |
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| Entity Name |
Jurisdiction of Incorporation or Formation | |
| 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 | |
| Parallon Holdings, LLC |
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 | |
| Spalding Rehabilitation L.L.C. |
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 |
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