Attached files
file | filename |
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8-K - 8-K - DAVITA INC. | d912695d8k.htm |
EX-5.7 - EX-5.7 - DAVITA INC. | d912695dex57.htm |
EX-4.1 - EX-4.1 - DAVITA INC. | d912695dex41.htm |
EX-5.4 - EX-5.4 - DAVITA INC. | d912695dex54.htm |
EX-5.9 - EX-5.9 - DAVITA INC. | d912695dex59.htm |
EX-5.3 - EX-5.3 - DAVITA INC. | d912695dex53.htm |
EX-5.2 - EX-5.2 - DAVITA INC. | d912695dex52.htm |
EX-5.6 - EX-5.6 - DAVITA INC. | d912695dex56.htm |
EX-5.5 - EX-5.5 - DAVITA INC. | d912695dex55.htm |
EX-5.8 - EX-5.8 - DAVITA INC. | d912695dex58.htm |
EX-5.14 - EX-5.14 - DAVITA INC. | d912695dex514.htm |
EX-99.1 - EX-99.1 - DAVITA INC. | d912695dex991.htm |
EX-5.13 - EX-5.13 - DAVITA INC. | d912695dex513.htm |
EX-5.10 - EX-5.10 - DAVITA INC. | d912695dex510.htm |
EX-5.11 - EX-5.11 - DAVITA INC. | d912695dex511.htm |
EX-5.12 - EX-5.12 - DAVITA INC. | d912695dex512.htm |
Exhibit 5.1
SIDLEY AUSTIN LLP | BEIJING BOSTON BRUSSELS CHICAGO DALLAS GENEVA |
HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO |
SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. | |||||
ONE SOUTH DEARBORN STREET |
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CHICAGO, IL 60603 | ||||||||
(312) 853 7000 | ||||||||
(312) 853 7036 FAX |
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FOUNDED 1866 |
April 17, 2015
DaVita HealthCare Partners Inc.
2000 16th Street
Denver, Colorado 80202
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-203394 (the Registration Statement), filed by DaVita HealthCare Partners Inc., a Delaware corporation (the Company), and the direct and indirect subsidiaries of the Company listed in Exhibit A hereto (collectively, the Guarantors) with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing $1,500,000,000 aggregate principal amount of the Companys 5.000% Senior Notes due 2025 (the Notes), and the Guarantors are issuing their guarantees of the Notes (the Guarantees, and together with the Notes, the Securities). The Securities are being issued under an indenture dated as of April 17, 2015 (the Indenture) among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A. (the Trustee). The Securities are to be sold by the Company pursuant to an underwriting agreement dated April 14, 2015 (the Underwriting Agreement), by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the prospectus, dated April 14, 2015, included in the Registration Statement, the preliminary prospectus supplement, dated April 14, 2015, filed with the SEC pursuant to Rule 424(b) under the Securities Act, the final prospectus supplement, dated April 14, 2015, filed with the SEC pursuant to Rule 424(b) under the Securities Act, the Indenture, the Underwriting Agreement, the Securities in global form and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Indenture, the Underwriting Agreement and the issuance of the Notes by the Company and the resolutions adopted by the board of directors or similar governing body of each Guarantor set forth on Exhibit B (each, a Specified Guarantor, and collectively, the Specified Guarantors) relating to the Registration Statement, the Indenture, the Underwriting Agreement and the issuance by such Specified Guarantor of its Guarantee. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements,
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation
with other Sidley Austin partnerships.
DaVita HealthCare Partners Inc.
April 17, 2015
Page 2
documents, certificates and statements of the Company and the Specified Guarantors and other corporate, limited liability company or limited partnership, as the case may be, documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company and the Guarantors.
Based on and subject to the foregoing and the other limitations and qualifications set forth herein, we are of the opinion that, when the Notes have been duly authenticated by the Trustee in accordance with the Indenture and the Securities have been delivered to the purchasers of the Securities and paid for as provided in the Underwriting Agreement, the Notes will be the validly issued and binding obligations of the Company and the Guarantees will be valid and binding obligations of the Guarantors.
Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an Instrument), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has been duly authorized, executed and delivered by each party thereto, and (iii) such Instrument was at all times and is a valid, binding and enforceable agreement or obligation, as the case may be, of each party thereto; provided that (x) we make no such assumption in clause (i) or (ii) insofar as such assumption relates to the Company or the Specified Guarantors and (y) we make no assumption in clause (iii) insofar as such assumption relates to the Company or any Guarantor. We have also assumed that no event has occurred or will occur that would cause the release of the Guarantee by any Guarantor under the terms of the Indenture.
This opinion letter is limited to the laws of the States of California, Illinois, New York and Texas and the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
DaVita HealthCare Partners Inc.
April 17, 2015
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, |
/s/ Sidley Austin LLP |
Sidley Austin LLP |
Exhibit A
List of Guarantors
Name of Guarantor |
State of Incorporation or | |
ABQ Health Partners, LLC | Delaware | |
Alamosa Dialysis, LLC | Delaware | |
Arizona Integrated Physicians, Inc. | Delaware | |
Carroll County Dialysis Facility, Inc. | Maryland | |
Continental Dialysis Center of Springfield-Fairfax, Inc. | Virginia | |
Continental Dialysis Centers, Inc. | Virginia | |
DaVitaWest, LLC | Delaware | |
DaVita of New York, Inc. | New York | |
DaVita Rx, LLC | Delaware | |
Dialysis Holdings, Inc. | Delaware | |
Dialysis Specialists of Dallas, Inc. | Texas | |
DNH Medical Management, Inc. | California | |
DNP Management Company, LLC | Delaware | |
Downriver Centers, Inc. | Michigan | |
DVA Healthcare of Maryland, Inc. | Maryland | |
DVA Healthcare of Massachusetts, Inc. | Massachusetts | |
DVA Healthcare of Pennsylvania, Inc. | Pennsylvania | |
DVA Healthcare Procurement Services, Inc. | California | |
DVA Healthcare Renal Care, Inc. | Nevada | |
DVA Laboratory Services, Inc. | Florida | |
DVA of New York, Inc. | New York | |
DVA Renal Healthcare, Inc. | Tennessee | |
East End Dialysis Center, Inc. | Virginia | |
Elberton Dialysis Facility, Inc. | Georgia | |
Flamingo Park Kidney Center, Inc. | Florida | |
Fort Dialysis, LLC | Delaware | |
Freehold Artificial Kidney Center, L.L.C. | New Jersey | |
Greenspoint Dialysis, LLC | Delaware | |
HealthCare Partners Arizona, LLC | Arizona | |
HealthCare Partners ASC-LB, LLC | California | |
HealthCare Partners Holdings, LLC | California | |
HealthCare Partners Nevada, LLC | Nevada | |
HealthCare Partners South Florida, LLC | Florida | |
HealthCare Partners, LLC | California | |
Hills Dialysis, LLC | Delaware | |
Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership | Delaware | |
JSA Care Partners, LLC | Florida |
DaVita HealthCare Partners Inc.
April 17, 2015
Page 5
JSA Healthcare Corporation | Delaware | |
JSA Healthcare Nevada, L.L.C. | Nevada | |
JSA Holdings, Inc. | Delaware | |
JSA P5 Nevada, L.L.C. | Nevada | |
Kidney Care Services, LLC | Delaware | |
Knickerbocker Dialysis, Inc. | New York | |
Las Vegas Solari Hospice Care, LLC | Delaware | |
Liberty RC, Inc. | New York | |
Lincoln Park Dialysis Services, Inc. | Illinois | |
Maple Grove Dialysis, LLC | Delaware | |
Mason-Dixon Dialysis Facilities, Inc. | Maryland | |
Medical Group Holding Company, LLC | New Mexico | |
Nephrology Medical Associates of Georgia, LLC | Georgia | |
Neptune Artificial Kidney Center, L.L.C. | New Jersey | |
North Atlanta Dialysis Center, LLC | Delaware | |
North Colorado Springs Dialysis, LLC | Delaware | |
Northridge Medical Services Group, Incorporated | California | |
Palo Dialysis, LLC | Delaware | |
Patient Pathways, LLC | Delaware | |
Physicians Choice Dialysis Of Alabama, LLC | Delaware | |
Physicians Choice Dialysis, LLC | Delaware | |
Physicians Dialysis Acquisitions, Inc. | Delaware | |
Physicians Dialysis Ventures, LLC | Delaware | |
Physicians Management, LLC | Delaware | |
Renal Life Link, Inc. | Delaware | |
Renal Treatment CentersCalifornia, Inc. | Delaware | |
Renal Treatment CentersHawaii, Inc. | Delaware | |
Renal Treatment CentersIllinois, Inc. | Delaware | |
Renal Treatment CentersMid-Atlantic, Inc. | Delaware | |
Renal Treatment CentersNortheast, Inc. | Delaware | |
Renal Treatment CentersSoutheast, LP | Delaware | |
Renal Treatment CentersWest, Inc. | Delaware | |
Renal Treatment Centers, Inc. | Delaware | |
RMS Lifeline Inc. | Delaware | |
Rocky Mountain Dialysis Services, LLC | Delaware | |
Shining Star Dialysis, Inc. | New Jersey | |
Sierra Rose Dialysis Center, LLC | Delaware | |
Southwest Atlanta Dialysis Centers, LLC | Delaware | |
The DaVita Collection, Inc. | California | |
THP Services, Inc. | California |
DaVita HealthCare Partners Inc.
April 17, 2015
Page 6
Total Acute Kidney Care, Inc. | Florida | |
Total Renal Care Texas Limited Partnership | Delaware | |
Total Renal Care, Inc. | California | |
Total Renal Laboratories, Inc. | Florida | |
Total Renal Research, Inc. | Delaware | |
TRCIndiana, LLC | Indiana | |
TRC of New York, Inc. | New York | |
TRC West, Inc. | Delaware | |
Tree City Dialysis, LLC | Delaware | |
VillageHealth DM, LLC | Delaware |
Exhibit B
List of Specified Guarantors
Name of Guarantor |
State of Incorporation or | |
ABQ Health Partners, LLC | Delaware | |
Alamosa Dialysis, LLC | Delaware | |
Arizona Integrated Physicians, Inc. | Delaware | |
DaVitaWest, LLC | Delaware | |
DaVita of New York, Inc. | New York | |
DaVita Rx, LLC | Delaware | |
Dialysis Holdings, Inc. | Delaware | |
Dialysis Specialists of Dallas, Inc. | Texas | |
DNH Medical Management, Inc. | California | |
DNP Management Company, LLC | Delaware | |
DVA Healthcare Procurement Services, Inc. | California | |
DVA of New York, Inc. | New York | |
Fort Dialysis, LLC | Delaware | |
Greenspoint Dialysis, LLC | Delaware | |
HealthCare Partners ASC-LB, LLC | California | |
HealthCare Partners Holdings, LLC | California | |
HealthCare Partners, LLC | California | |
Hills Dialysis, LLC | Delaware | |
Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership | Delaware | |
JSA Healthcare Corporation | Delaware | |
JSA Holdings, Inc. | Delaware | |
Kidney Care Services, LLC | Delaware | |
Knickerbocker Dialysis, Inc. | New York | |
Las Vegas Solari Hospice Care, LLC | Delaware | |
Liberty RC, Inc. | New York | |
Lincoln Park Dialysis Services, Inc. | Illinois | |
Maple Grove Dialysis, LLC | Delaware | |
North Atlanta Dialysis Center, LLC | Delaware | |
North Colorado Springs Dialysis, LLC | Delaware | |
Northridge Medical Services Group, Incorporated | California | |
Palo Dialysis, LLC | Delaware | |
Patient Pathways, LLC | Delaware | |
Physicians Choice Dialysis Of Alabama, LLC | Delaware | |
Physicians Choice Dialysis, LLC | Delaware | |
Physicians Dialysis Acquisitions, Inc. | Delaware | |
Physicians Dialysis Ventures, LLC | Delaware | |
Physicians Management, LLC | Delaware | |
Renal Life Link, Inc. | Delaware |
DaVita HealthCare Partners Inc.
April 17, 2015
Page 8
Renal Treatment CentersCalifornia, Inc. | Delaware | |
Renal Treatment CentersHawaii, Inc. | Delaware | |
Renal Treatment CentersIllinois, Inc. | Delaware | |
Renal Treatment CentersMid-Atlantic, Inc. | Delaware | |
Renal Treatment CentersNortheast, Inc. | Delaware | |
Renal Treatment CentersSoutheast, LP | Delaware | |
Renal Treatment CentersWest, Inc. | Delaware | |
Renal Treatment Centers, Inc. | Delaware | |
RMS Lifeline Inc. | Delaware | |
Rocky Mountain Dialysis Services, LLC | Delaware | |
Sierra Rose Dialysis Center, LLC | Delaware | |
Southwest Atlanta Dialysis Centers, LLC | Delaware | |
The DaVita Collection, Inc. | California | |
THP Services, Inc. | California | |
Total Renal Care Texas Limited Partnership | Delaware | |
Total Renal Care, Inc. | California | |
Total Renal Research, Inc. | Delaware | |
TRC of New York, Inc. | New York | |
TRC West, Inc. | Delaware | |
Tree City Dialysis, LLC | Delaware | |
VillageHealth DM, LLC | Delaware |