Exhibit 5
December 14, 2012
Legal Department
Vanguard Health Holding Company II, LLC
Vanguard Holding Company II, Inc.
Vanguard Health Systems, Inc.
20 Burton Hills Blvd., Suite 100
Nashville, Tennessee 37215
Ladies and Gentlemen:
I am General Counsel to Vanguard Health Systems, Inc., a Delaware corporation (“Vanguard”), Vanguard Health Holding Company II, LLC, a limited liability company organized under the laws of Delaware (“VHS Holdco II”), Vanguard Holding Company II, Inc., a Delaware corporation (the “Senior Notes Co-issuer” and together with VHS Holdco II, the “Senior Notes Issuers”), Vanguard Health Holding Company I, LLC, a limited liability company organized under the laws of Delaware (“VHS Holdco I”), and certain subsidiaries of VHS Holdco II named on Annex I hereto (the “Annex I Guarantors” and collectively with Vanguard and VHS Holdco I, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Senior Note Issuers of $375,000,000 aggregate principal amount of 7.750% Senior Notes due 2019 (the “7.750% Senior Exchange Notes”) and the issuance by the Guarantors of the guarantees (the “7.750% Guarantees”) with respect to the 7.750% Senior Exchange Notes. The 7.750% Senior Exchange Notes and the 7.750% Guarantees will be issued under an indenture dated as of January 26, 2011 (the “Indenture”) among the Senior Notes Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The 7.750% Senior Exchange Notes will be offered by the Senior Notes Issuers in exchange for $375,000,000 aggregate principal amount of their outstanding 7.750% Senior Notes due 2019 (the “Outstanding 7.750% Senior Notes”).
I have examined the Registration Statement and the Indenture, which have been filed with the Commission as an exhibit to the Registration Statement. I also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments 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 of public officials and of officers and representatives of the Senior Notes Issuers and the Guarantors.
In rendering the opinions set forth below, I have 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. I also have assumed that the Indenture is a valid and legally binding obligation of the Trustee. Further, I have assumed that each of the Senior Notes Issuers and the Guarantors is validly existing, has the power to create the obligations under the Indenture and the 7.750% Senior Exchange Notes and has taken the required steps to authorize entering into the obligations under the Indenture and the 7.750% Senior Exchange Notes pursuant to the law of its jurisdiction of organization.
I am admitted to the bar of the States of Tennessee and Georgia and I express no opinion as to the laws of any other jurisdiction other than the laws of the United States of America and the Delaware General Corporation Law.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:
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| 1. | When the 7.750% Senior Exchange Notes have been duly executed, authenticated, issued and delivered in exchange for the Outstanding 7.750% Senior Notes in accordance with the provisions of the Indenture, the 7.750% Senior Exchange Notes will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Senior Notes Issuers enforceable against the Senior Notes Issuers in accordance with their terms. |
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| 2. | When (a) the 7.750% Senior Exchange Notes have been duly executed, authenticated, issued and delivered in exchange for the Outstanding 7.750% Senior Notes in accordance with the provisions of the Indenture and (b) the 7.750% Guarantees have been duly issued, the 7.750% Guarantees will be the valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms. |
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| 3. | Each of the Senior Notes Issuers and the Guarantors has duly authorized, executed and delivered the Indenture. |
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| 4. | The execution, delivery and performance by the Senior Notes Issuers and the Guarantors of the Indenture (including the 7.750% Guarantees set forth therein) do not and will not violate the law of the respective jurisdictions in which each of them is incorporated, organized or formed, as applicable, or any other applicable law. |
My 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.
I hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ James H. Spalding
James H. Spalding
General Counsel
Annex I
Annex I Guarantors
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| Name of Entity | | Jurisdiction of Organization |
| | | |
| 1. | | Hospital Development Company of West Phoenix, Inc. | | Delaware |
| 2. | | MacNeal Physicians Group, LLC | | Delaware |
| 3. | | Vanguard Health Holding Company I, LLC | | Delaware |
| 4. | | Abrazo Medical Group Urgent Care, LLC | | Delaware |
| 5. | | VHS of Michigan, Inc. | | Delaware |
| 6. | | Vanguard Health Management, Inc. | | Delaware |
| 7. | | VHS Acquisition Corporation | | Delaware |
| 8. | | VHS Acquisition Subsidiary Number 1, Inc. | | Delaware |
| 9. | | VHS Acquisition Subsidiary Number 2, Inc. | | Delaware |
| 10. | | VHS Acquisition Subsidiary Number 5, Inc. | | Delaware |
| 11. | | VHS Acquisition Subsidiary Number 7, Inc. | | Delaware |
| 12. | | VHS Acquisition Subsidiary Number 8, Inc. | | Delaware |
| 13. | | VHS Acquisition Subsidiary Number 9, Inc. | | Delaware |
| 14. | | VHS Acquisition Subsidiary Number 10, Inc. | | Delaware |
| 15. | | VHS Genesis Labs, Inc. | | Delaware |
| 16. | | VHS Holding Company, Inc. | | Delaware |
| 17. | | VHS Imaging Centers, Inc. | | Delaware |
| 18. | | VHS of Anaheim, Inc. | | Delaware |
| 19. | | VHS of Arrowhead, Inc. | | Delaware |
| 20. | | VHS of Huntington Beach, Inc. | | Delaware |
| 21. | | VHS of Illinois, Inc. | | Delaware |
| 22. | | VHS of Orange County, Inc. | | Delaware |
| 23. | | VHS of Phoenix, Inc. | | Delaware |
| 24. | | VHS of South Phoenix, Inc. | | Delaware |
| 25. | | VHS Outpatient Clinics, Inc. | | Delaware |
| 26. | | VHS San Antonio Partners, LLC | | Delaware |
| 27. | | VHS Acquisition Subsidiary Number 11, Inc. | | Delaware |
| 28. | | VHS Acquisition Subsidiary Number 12, Inc. | | Delaware |
| 29. | | BHS Physicians Alliance for ACE, LLC | | Delaware |
| 30. | | Vanguard Health Financial Company, LLC | | Delaware |
| 31. | | VHS Chicago Market Procurement, LLC | | Delaware |
| 32. | | Baptist Medical Management Service Organization, LLC | | Delaware |
| 33. | | VHS Children's Hospital of Michigan, Inc. | | Delaware |
| 34. | | VHS Detroit Businesses, Inc. | | Delaware |
| 35. | | VHS Detroit Receiving Hospital, Inc. | | Delaware |
| 36. | | VHS Detroit Ventures, Inc. | | Delaware |
| 37. | | VHS Harper-Hutzel Hospital, Inc. | | Delaware |
| 38. | | VHS Huron Valley-Sinai Hospital, Inc. | | Delaware |
| 39. | | VHS Rehabilitation Institute of Michigan, Inc. | | Delaware |
| 40. | | VHS Sinai-Grace Hospital, Inc. | | Delaware |
| 41. | | VHS University Laboratories, Inc. | | Delaware |
| 42. | | VHS Westlake Hospital, Inc. | | Delaware |
| 43. | | VHS West Suburban Medical Center, Inc. | | Delaware |
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| 44. | | VHS Acquisition Subsidiary Number 4, Inc. | | Delaware |
| 45. | | Midwest Pharmacies, Inc. | | Illinois |
| 46. | | VHS Arizona Heart Institute, Inc. | | Delaware |
| 47. | | VHS Valley Management Company, Inc. | | Delaware |
| 48. | | Advantage Health Care Management Company LLC | | Delaware |
| 49. | | BHS Accountable Care, LLC | | Delaware |
| 50. | | BHS Integrated Physician Partners, LLC | | Delaware |
| 51. | | C7 Technologies, LLC | | Delaware |
| 52. | | DMC Shared Savings ACO, LLC | | Delaware |
| 53. | | Resolute Health Family Urgent Care, Inc. | | Delaware |
| 54. | | Total Accountable Care Organization, LLC | | Delaware |
| 55. | | Vanguard IT Services, LLC | | Delaware |
| 56. | | Vanguard Medical Specialists, LLC | | Delaware |
| 57. | | VHS of Michigan Staffing, Inc. | | Delaware |
| 58. | | Healthcare Compliance, L.L.C. | | District of Columbia |
| 59. | | MacNeal Health Providers, Inc. | | Illinois |
| 60. | | MacNeal Management Services, Inc. | | Illinois |
| 61. | | Pros Temporary Staffing, Inc. | | Illinois |
| 62. | | Watermark Physician Services, Inc. | | Illinois |
| 63. | | Arizona Health Partners, LLC | | Arizona |
| 64. | | New Dimensions, LLC | | Illinois |
| 65. | | Chicago Health System ACO, LLC | | Illinois |
| 66. | | Central Texas Corridor Hospital Company, LLC | | Delaware |
