HCA Healthcare, Inc. - FORM 8-K - EX-5.2 - OPINION OF ROBERT A. WATERMAN

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-5.1 - OPINION OF SIMPSON THACHER & BARTLETT LLP - HCA Healthcare, Inc.	d427701dex51.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 5.2

October 23, 2012

HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Chief Labor Relations Officer of HCA Inc., a Delaware corporation (the “Company”). 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”) have filed a Registration Statement on Form S-3 (File No. 333-175791), as amended by Post-Effective Amendments No. 1 and 2 thereto (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing (i) $1,250,000,000 aggregate principal amount of 5.875% Senior Notes due 2023, unconditionally guaranteed 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”) (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.

I have examined the Registration Statement as it became effective under the Securities Act; the Company’s prospectus dated July 26, 2011 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Notes dated October 23, 2012 (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 Securities Act; the Indenture, dated as of August 1, 2011 (the “Base Indenture”) among the Company, the Parent Guarantor, 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. 6, dated as of October 23, 2012 (together with the Base Indenture, the “Secured Notes Indenture”), among the Company, the Guarantors, the Trustee and the Registrar; duplicates of the global certificates representing the Notes; and the Underwriting Agreement.

In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made

such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company, Holdings and the Schedule I Subsidiaries.

In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that (1) the Secured Notes Indenture and the Secured Note Guarantees have been duly authorized, executed and delivered, as applicable, by each of the Schedule I Subsidiaries and (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.

This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.

I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the registration of the Notes and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Robert A. Waterman

Robert A. Waterman

Senior Vice President,

General Counsel and

Chief Labor Relations Officer

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


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


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


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

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


Entity Name		Jurisdiction of Incorporation or Formation
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
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

Attached files

HCA Healthcare, Inc. Reports

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