Exhibit 5.1
[White & Case LLP Letterhead]
February 28, 2017
LifePoint Health, Inc.
330 Seven Springs Way
Brentwood, Tennessee 37027
Re: $500,000,000 5.375% Senior Notes due 2024
Ladies and Gentlemen:
We have acted as counsel to LifePoint Health, Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Delaware Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2024 (the “Exchange Notes”) for any and all of its outstanding 5.375% Senior Notes due 2024 (the “Outstanding Notes”) pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission on February 28, 2017 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Outstanding Notes were issued and the Exchange Notes are to be issued under the indenture dated as of May 26, 2016 (as amended or supplemented to the date hereof, the “Indenture”) among the Company, the Delaware Guarantors, the subsidiaries of the Company listed on Schedule II hereto (the “Non-Delaware Guarantors,” and together with the Delaware Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The New Notes will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “Guarantees”).
We have examined such certificates of public officials and certificates of officers of the Company, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examination, we have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies, or as retrieved from the Securities and Exchange Commission’s EDGAR database. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established.
Our opinions set forth herein are limited to the laws of the State of New York and the General Corporation Law, Limited Liability Company Act and Revised Uniform Limited Partnership Act of the State of Delaware, and we do not express any opinion herein concerning any other laws. In making our examination of documents executed by parties other than the Company and the Delaware Guarantors, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. With respect to such matters in respect of the Non-Delaware Guarantors, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Coppersmith Brockelman PLC, with respect to the Arizona Guarantors; (ii) Gordon Rees Scully Mansukhani, LLP, with respect to the Colorado, Nevada, Oregon and Washington Guarantors; (iii) Bryan
Cave LLP, with respect to the Kansas Guarantors; (iv) Hancock, Daniel, Johnson & Nagle, P.C., with respect to the Kentucky, Mississippi, Virginia and West Virginia Guarantors; (v) Taylor, Porter, Brooks & Phillips, L.L.P., with respect to the Louisiana Guarantors; (vi) Plunkett Cooney, P.C., with respect to the Michigan Guarantors; (vii) Lewis Roca Rothgerber Christie LLP, with respect to the New Mexico Guarantors; (viii) Stradley Ronon Stevens & Young, LLP, with respect to the Pennsylvania Guarantors; and (ix) Waller Lansden Dortch & Davis, LLP, with respect to the Tennessee and Texas Guarantors and have assumed that such Non-Delaware Guarantors had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, of such documents.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, (a) the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (b) the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
The foregoing opinions as to enforceability of obligations of the Company and the Guarantors is subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality); (ii) provisions of law which may require that a judgement for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by Federal and state securities laws.
We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this 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 or the rules and regulations of the Commission.
The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We express no opinions other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.
| Very truly yours, |
| /s/ White & Case LLP |
MR: PM: JB
Schedule I
AdvantagePoint Health Alliance, LLC |
| Delaware |
AdvantagePoint Health Alliance — Blue Ridge, LLC |
| Delaware |
AdvantagePoint Health Alliance — Fauquier, LLC |
| Delaware |
AdvantagePoint Health Alliance — Great Lakes, LLC |
| Delaware |
AdvantagePoint Health Alliance — Laurel Highlands, LLC |
| Delaware |
America Management Companies, LLC |
| Delaware |
AMG-Crockett, LLC |
| Delaware |
AMG-Hillside, LLC |
| Delaware |
AMG-Livingston, LLC |
| Delaware |
AMG-Logan, LLC |
| Delaware |
AMG-Southern Tennessee, LLC |
| Delaware |
AMG-Trinity, LLC |
| Delaware |
Andalusia Physician Practices, LLC |
| Delaware |
Andalusia Professional Services, LLC |
| Delaware |
Ashland Physician Services, LLC |
| Delaware |
Ashley Valley Medical Center, LLC |
| Delaware |
Ashley Valley Physicians Practice, LLC |
| Delaware |
Athens Physicians Practice, LLC |
| Delaware |
Athens Regional Medical Center, LLC |
| Delaware |
Athens Surgery Center Partner |
| Delaware |
Bell JV, LLC |
| Delaware |
Bolivar Physician Practices, LLC |
| Delaware |
Bourbon Community Hospital, LLC |
| Delaware |
Bourbon Physician Practice, LLC |
| Delaware |
Castleview Hospital, LLC |
| Delaware |
Castleview Medical, LLC |
| Delaware |
Castleview Physician Practice, LLC |
| Delaware |
Clark Regional Physician Practices, LLC |
| Delaware |
Clinch Professional Physician Services, LLC |
| Delaware |
Colorado Plains Physician Practices, LLC |
| Delaware |
Community Hospital of Andalusia, LLC |
| Delaware |
Community Medical, LLC |
| Delaware |
Community-Based Services, LLC |
| Delaware |
Crockett Hospital, LLC |
| Delaware |
Crockett PHO, LLC |
| Delaware |
Danville Diagnostic Imaging Center, LLC |
| Delaware |
Danville Physician Practices, LLC |
| Delaware |
Danville Regional Medical Center, LLC |
| Delaware |
Danville Regional Medical Center School of Health Professions, LLC |
| Delaware |
DLP Partner, LLC |
| Delaware |
DLP Partner Central Carolina, LLC |
| Delaware |
DLP Partner Conemaugh, LLC |
| Delaware |
DLP Partner Frye, LLC |
| Delaware |
DLP Partner Marquette, LLC |
| Delaware |
DLP Partner MedWest, LLC |
| Delaware |
DLP Partner Twin County, LLC |
| Delaware |
DLP Partner Wilson Rutherford, LLC |
| Delaware |
Fauquier Partner, LLC |
| Delaware |
Fleming Medical Center, LLC |
| Delaware |
Georgetown Community Hospital, LLC |
| Delaware |
Georgetown Rehabilitation, LLC |
| Delaware |
HCK Logan Memorial, LLC |
| Delaware |
HDP Andalusia, LLC |
| Delaware |
HDP Georgetown, LLC |
| Delaware |
Hillside Hospital, LLC |
| Delaware |
Historic LifePoint Hospitals, Inc. |
| Delaware |
Home Health Partner, LLC |
| Delaware |
HRMC, LLC |
| Delaware |
HSC Credentialing Support Services, LLC |
| Delaware |
HSCGP, LLC |
| Delaware |
HSC Manager, LLC |
| Delaware |
Kentucky Hospital, LLC |
| Delaware |
Kentucky Medserv, LLC |
| Delaware |
Kentucky MSO, LLC |
| Delaware |
Lake Cumberland Cardiology Associates, LLC |
| Delaware |
Lake Cumberland Physician Practices, LLC |
| Delaware |
Lake Cumberland Regional Hospital, LLC |
| Delaware |
Lake Cumberland Regional Physician Hospital Organization, LLC |
| Delaware |
Lakeland Community Hospital, LLC |
| Delaware |
Lakeland Physician Practices, LLC |
| Delaware |
Lander Valley Physician Practices, LLC |
| Delaware |
Las Cruces Cardiology Group, LLC |
| Delaware |
Las Cruces Endoscopy Partner, LLC |
| Delaware |
Las Cruces Physician Practices, LLC |
| Delaware |
LCMC MRI, LLC |
| Delaware |
LCMC PET, LLC |
| Delaware |
LHSC, LLC |
| Delaware |
LifePoint Acquisition Corp. |
| Delaware |
LifePoint Billing Services, LLC |
| Delaware |
LifePoint Corporate Services, General Partnership |
| Delaware |
LifePoint CSLP, LLC |
| Delaware |
LifePoint Holdings 2, LLC |
| Delaware |
LifePoint Hospitals Holdings, Inc. |
| Delaware |
LifePoint NMTC, LLC |
| Delaware |
LifePoint of Kentucky, LLC |
| Delaware |
LifePoint of Lake Cumberland, LLC |
| Delaware |
LifePoint PSO, LLC |
| Delaware |
LifePoint RC, Inc. |
| Delaware |
LifePoint VA Holdings, Inc. |
| Delaware |
LifePoint WV Holdings, Inc. |
| Delaware |
Livingston Regional Hospital, LLC |
| Delaware |
Logan General Hospital, LLC |
| Delaware |
Logan Healthcare Partner, LLC |
| Delaware |
Logan Medical, LLC |
| Delaware |
Logan Memorial Hospital, LLC |
| Delaware |
Logan Physician Practice, LLC |
| Delaware |
Los Alamos Physician Practices, LLC |
| Delaware |
Martinsville Physician Practices, LLC |
| Delaware |
Meadowview Physician Practice, LLC |
| Delaware |
Meadowview Regional Medical Center, LLC |
| Delaware |
Meadowview Rights, LLC |
| Delaware |
Memorial Prompt Care, LLC |
| Delaware |
Mercy Physician Practices, LLC |
| Delaware |
Minden Physician Practices, LLC |
| Delaware |
My HealthPoint, LLC |
| Delaware |
Nason Medical Center, LLC |
| Delaware |
Nason Physician Practices, LLC |
| Delaware |
Northeastern Nevada Physician Practices, LLC |
| Delaware |
Northwest Medical Center — Winfield, LLC |
| Delaware |
Norton Partner, LLC |
| Delaware |
NWMC — Winfield Hospitalist Physicians, LLC |
| Delaware |
NWMC — Winfield Physician Practices, LLC |
| Delaware |
OmniPoint Surgical Associates, LLC |
| Delaware |
Opelousas Imaging Center Partner, LLC |
| Delaware |
Opelousas PET/CT Imaging Center, LLC |
| Delaware |
PHC-Selma, LLC |
| Delaware |
Piedmont Partner, LLC |
| Delaware |
PineLake Physician Practice, LLC |
| Delaware |
PineLake Regional Hospital, LLC |
| Delaware |
Poitras Practice, LLC |
| Delaware |
Portage Partner, LLC |
| Delaware |
PRHC-Alabama, LLC |
| Delaware |
Principal Knox, L.L.C. |
| Delaware |
Professional Billing Services, LLC |
| Delaware |
Providence Group Practices, LLC |
| Delaware |
Providence Group Practices II, LLC |
| Delaware |
Providence Holding Company, LLC |
| Delaware |
Providence Hospital, LLC |
| Delaware |
Providence Physician Practices, LLC |
| Delaware |
Province Healthcare Company |
| Delaware |
R. Kendall Brown Practice, LLC |
| Delaware |
River Parishes Hospital, LLC |
| Delaware |
River Parishes Partner, LLC |
| Delaware |
River Parishes Physician Practices, LLC |
| Delaware |
Riverton Memorial Hospital, LLC |
| Delaware |
Riverton Oncology Practice, LLC |
| Delaware |
Riverton Physician Practices, LLC |
| Delaware |
Riverview Medical Center, LLC |
| Delaware |
Riverview Physician Practices, LLC |
| Delaware |
Russellville Hospital, LLC |
| Delaware |
Russellville Physician Practices, LLC |
| Delaware |
Select Healthcare, LLC |
| Delaware |
Selma Diagnostic Imaging, LLC |
| Delaware |
Shared Business Services, LLC |
| Delaware |
Siletchnik Practice, LLC |
| Delaware |
Smith County Memorial Hospital, LLC |
| Delaware |
Somerset Surgery Partner, LLC |
| Delaware |
Southern Tennessee EMS, LLC |
| Delaware |
Southern Tennessee Medical Center, LLC |
| Delaware |
Southern Tennessee PHO, LLC |
| Delaware |
Spring View Hospital, LLC |
| Delaware |
Spring View Physician Practices, LLC |
| Delaware |
Springhill Medical Center, LLC |
| Delaware |
St. Francis Affiliated Services, LLC |
| Delaware |
St. Francis Health, LLC |
| Delaware |
St. Francis Physician Practices, LLC |
| Delaware |
Sumner Physician Practices, LLC |
| Delaware |
Sumner Real Estate Holdings, LLC |
| Delaware |
Sumner Regional Medical Center, LLC |
| Delaware |
Teche Regional Physician Practices, LLC |
| Delaware |
THM Physician Practice, LLC |
| Delaware |
Trousdale Medical Center, LLC |
| Delaware |
Trousdale Physician Practices, LLC |
| Delaware |
Two Rivers Physician Practices, LLC |
| Delaware |
Valley View Physician Practices, LLC |
| Delaware |
Vaughan Physician Practices, LLC |
| Delaware |
Ville Platte Medical Center, LLC |
| Delaware |
Watertown Partner, LLC |
| Delaware |
Western Plains Physician Practices, LLC |
| Delaware |
Western Plains Regional Hospital, LLC |
| Delaware |
Woodford Hospital, LLC |
| Delaware |
Wythe County Community Hospital, LLC |
| Delaware |
Wythe County Physician Practices, LLC |
| Delaware |
Schedule II
Acquisition Bell Hospital, LLC |
| Michigan |
Bell Physician Practices, Inc. |
| Michigan |
Brim Hospitals, Inc. |
| Oregon |
Buffalo Trace Radiation Oncology Associates, LLC |
| Kentucky |
Care Health Company, Inc. |
| Washington |
Clinch Valley Medical Center, Inc. |
| Virginia |
Clinch Valley Physicians Associates, LLC |
| Virginia |
Clinch Valley Pulmonology, LLC |
| Virginia |
Clinch Valley Urology, LLC |
| Virginia |
Dodge City Healthcare Group, LLC |
| Kansas |
Dodge City Healthcare Partner, Inc. |
| Kansas |
Gateway Health Alliance, Inc. |
| Virginia |
Kansas Healthcare Management Company, Inc. |
| Kansas |
Kansas Healthcare Management Services, LLC |
| Kansas |
Kentucky Physician Services, Inc. |
| Kentucky |
LifePoint Medical Group — Hillside, Inc. |
| Tennessee |
Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC |
| Virginia |
Mexia Principal Healthcare Limited Partnership |
| Texas |
Mexia-Principal, Inc. |
| Texas |
Orthopedics of Southwest Virginia, LLC |
| Virginia |
Palestine Principal Healthcare Limited Partnership |
| Texas |
Palestine-Principal G.P., Inc. |
| Texas |
PHC-Ashland, L.P. |
| Pennsylvania |
PHC-Aviation, Inc. |
| Tennessee |
PHC-Cleveland, Inc. |
| Mississippi |
PHC-Elko, Inc. |
| Nevada |
PHC-Fort Mohave, Inc. |
| Arizona |
PHC-Fort Morgan, Inc. |
| Colorado |
PHC-Lake Havasu, Inc. |
| Arizona |
PHC-Lakewood, Inc. |
| Louisiana |
PHC-Las Cruces, Inc. |
| New Mexico |
PHC-Los Alamos, Inc. |
| New Mexico |
PHC-Louisiana, Inc. |
| Louisiana |
PHC-Martinsville, Inc. |
| Virginia |
PHC-Minden G.P., Inc. |
| Louisiana |
PHC-Minden, L.P. |
| Louisiana |
PHC-Morgan City, L.P. |
| Louisiana |
PHC-Morgan Lake, Inc. |
| Louisiana |
PHC-Tennessee, Inc. |
| Tennessee |
PRHC-Ennis G.P., Inc. |
| Texas |
PRHC-Ennis, L.P. |
| Texas |
Principal Hospital Company of Nevada, Inc. |
| Nevada |
Principal-Needles, Inc. |
| Tennessee |
Raleigh General Hospital, LLC |
| West Virginia |
SST Community Health, L.L.C. |
| Tennessee |
Texas Specialty Physicians |
| Texas |
West Virginia Management Services Organization, Inc. |
| West Virginia |