OPINION OF KIRKLAND & ELLIS LLP
Exhibit 5.1
March 21, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, TN 37067
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), Community Health Systems, Inc., a Delaware corporation, (“Parent”) and each of the other guarantors listed onSchedule A hereto (collectively, the “Guarantors” and each a “Guarantor” and together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $2,000,000,000 in aggregate principal amount of the Issuer’s 8.00% Senior Notes due 2019 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about March 21, 2012. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of November 22, 2011, as supplemented by the First Supplemental Indenture, dated as of January 31, 2012 (as supplemented, the “Indenture”), in each case, by and among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of (i) the Issuer’s $1,000,000,000 aggregate principal amount of 8.00% Senior Notes due 2019 issued on November 22, 2011 (the “Existing Notes”), and (ii) the Issuer’s $1,000,000,000 aggregate principal amount of 8.00% Senior Notes due 2019 issued on March 21, 2012 as additional notes under the Indenture (the “Add-On Notes” and, together with the Existing Notes, the “Old Notes”), of which collectively $2,000,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the articles of incorporation, bylaws, operating agreements and partnership agreements of the Issuer and the Guarantors, (ii) resolutions, consents and minutes of the Issuer and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as November 22, 2011, by and among the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers party thereto (the “2011 Registration Rights Agreement”), (vi) the Registration Rights Agreement, dated as March 21, 2012, by and among the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers party thereto (the
“2012 Registration Rights Agreement” and, together with the 2011 Registration Rights Agreement, the “Registration Rights Agreements”) and (vii) forms of the Exchange Notes and the Guarantees.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued and binding obligations of the Issuer and the Guarantees will be validly issued and binding obligations of the Guarantors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and Delaware law and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
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This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.
We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound, except those agreements and instruments that have been identified by the Issuer and the Guarantors as being material to them and that have been filed as exhibits to the Registration Statement.
This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
Yours very truly, |
/s/ Kirkland & Ellis LLP |
KIRKLAND & ELLIS LLP |
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Schedule A
Guarantors | Jurisdiction of Incorporation or Formation | |
Community Health Systems, Inc. | DE | |
Abilene Hospital, LLC | DE | |
Abilene Merger, LLC | DE | |
Anna Hospital Corporation | IL | |
Berwick Hospital Company, LLC | DE | |
Big Bend Hospital Corporation | TX | |
Big Spring Hospital Corporation | TX | |
Birmingham Holdings, LLC | DE | |
Birmingham Holdings II, LLC | DE | |
Bluefield Holdings, LLC | DE | |
Bluefield Hospital Company, LLC | DE | |
Bluffton Health System, LLC | DE | |
Brownsville Hospital Corporation | TN | |
Brownwood Hospital, L.P. | DE | |
Brownwood Medical Center, LLC | DE | |
Bullhead City Hospital Corporation | AZ | |
Bullhead City Hospital Investment Corporation | DE | |
Carlsbad Medical Center, LLC | DE | |
Centre Hospital Corporation | AL | |
CHHS Holdings, LLC | DE | |
CHS Kentucky Holdings, LLC | DE | |
CHS Pennsylvania Holdings, LLC | DE | |
CHS Virginia Holdings, LLC | DE | |
CHS Washington Holdings, LLC | DE | |
Clarksville Holdings, LLC | DE | |
Cleveland Hospital Corporation | TN | |
Cleveland Tennessee Hospital Company, LLC | DE |
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Guarantors | Jurisdiction of Incorporation or Formation | |
Clinton Hospital Corporation | PA | |
Coatesville Hospital Corporation | PA | |
College Station Hospital, L.P. | DE | |
College Station Medical Center, LLC | DE | |
College Station Merger, LLC | DE | |
Community GP Corp. | DE | |
Community Health Investment Company, LLC | DE | |
Community LP Corp. | DE | |
CP Hospital GP, LLC | DE | |
CPLP, LLC | DE | |
Crestwood Hospital, LLC | DE | |
Crestwood Hospital, LP, LLC | DE | |
CSMC, LLC | DE | |
CSRA Holdings, LLC | DE | |
Deaconess Holdings, LLC | DE | |
Deaconess Hospital Holdings, LLC | DE | |
Deming Hospital Corporation | NM | |
Desert Hospital Holdings, LLC | DE | |
Detar Hospital, LLC | DE | |
DHFW Holdings, LLC | DE | |
DHSC, LLC | DE | |
Dukes Health System, LLC | DE | |
Dyersburg Hospital Corporation | TN | |
Emporia Hospital Corporation | VA | |
Evanston Hospital Corporation | WY | |
Fallbrook Hospital Corporation | DE | |
Foley Hospital Corporation | AL | |
Forrest City Arkansas Hospital Company, LLC | AR | |
Forrest City Hospital Corporation | AR | |
Fort Payne Hospital Corporation | AL | |
Frankfort Health Partner, Inc. | IN |
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Guarantors | Jurisdiction of Incorporation or Formation | |
Franklin Hospital Corporation | VA | |
Gadsden Regional Medical Center, LLC | DE | |
Galesburg Hospital Corporation | IL | |
Granbury Hospital Corporation | TX | |
Granite City Hospital Corporation | IL | |
Granite City Illinois Hospital Company, LLC | IL | |
Greenville Hospital Corporation | AL | |
GRMC Holdings, LLC | DE | |
Hallmark Healthcare Company, LLC | DE | |
Hobbs Medco, LLC | DE | |
Hospital of Barstow, Inc. | DE | |
Hospital of Fulton, Inc. | KY | |
Hospital of Louisa, Inc. | KY | |
Hospital of Morristown, Inc. | TN | |
Jackson Hospital Corporation (KY) | KY | |
Jackson Hospital Corporation (TN) | TN | |
Jourdanton Hospital Corporation | TX | |
Kay County Hospital Corporation | OK | |
Kay County Oklahoma Hospital Company, LLC | OK | |
Kirksville Hospital Company, LLC | DE | |
Lakeway Hospital Corporation | TN | |
Lancaster Hospital Corporation | DE | |
Las Cruces Medical Center, LLC | DE | |
Lea Regional Hospital, LLC | DE | |
Lexington Hospital Corporation | TN | |
Longview Merger, LLC | DE | |
LRH, LLC | DE | |
Lutheran Health Network of Indiana, LLC | DE | |
Marion Hospital Corporation | IL | |
Martin Hospital Corporation | TN | |
Massillon Community Health System LLC | DE |
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Guarantors | Jurisdiction of Incorporation or Formation | |
Massillon Health System LLC | DE | |
Massillon Holdings, LLC | DE | |
McKenzie Tennessee Hospital Company, LLC | DE | |
McNairy Hospital Corporation | TN | |
MCSA, L.L.C. | AR | |
Medical Center of Brownwood, LLC | DE | |
Merger Legacy Holdings, LLC | DE | |
MMC of Nevada, LLC | DE | |
Moberly Hospital Company, LLC | DE | |
MWMC Holdings, LLC | DE | |
Nanticoke Hospital Company, LLC | DE | |
National Healthcare of Leesville, Inc. | DE | |
National Healthcare of Mt. Vernon, Inc. | DE | |
National Healthcare of Newport, Inc. | DE | |
Navarro Hospital, L.P. | DE | |
Navarro Regional, LLC | DE | |
NC-DSH, LLC | NV | |
Northampton Hospital Company, LLC | DE | |
Northwest Hospital, LLC | DE | |
NOV Holdings, LLC | DE | |
NRH, LLC | DE | |
Oak Hill Hospital Corporation | WV | |
Oro Valley Hospital, LLC | DE | |
Palmer-Wasilla Health System, LLC | DE | |
Payson Hospital Corporation | AZ | |
Peckville Hospital Company, LLC | DE | |
Pennsylvania Hospital Company, LLC | DE | |
Phillips Hospital Corporation | AR | |
Phoenixville Hospital Company, LLC | DE | |
Pottstown Hospital Company, LLC | DE | |
QHG Georgia Holdings, Inc. | GA |
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Guarantors | Jurisdiction of Incorporation or Formation | |
QHG Georgia Holdings II, LLC | DE | |
QHG Georgia, LP | GA | |
QHG of Bluffton Company, LLC | DE | |
QHG of Clinton County, Inc. | IN | |
QHG of Enterprise, Inc. | AL | |
QHG of Forrest County, Inc. | MS | |
QHG of Fort Wayne Company, LLC | DE | |
QHG of Hattiesburg, Inc. | MS | |
QHG of Massillon, Inc. | OH | |
QHG of South Carolina, Inc. | SC | |
QHG of Spartanburg, Inc. | SC | |
QHG of Springdale, Inc. | AR | |
QHG of Warsaw Company, LLC | DE | |
Quorum Health Resources, LLC | DE | |
Red Bud Hospital Corporation | IL | |
Red Bud Illinois Hospital Company, LLC | IL | |
Regional Hospital of Longview, LLC | DE | |
River Region Medical Corporation | MS | |
Roswell Hospital Corporation | NM | |
Ruston Hospital Corporation | DE | |
Ruston Louisiana Hospital Company, LLC | DE | |
SACMC, LLC | DE | |
Salem Hospital Corporation | NJ | |
San Angelo Community Medical Center, LLC | DE | |
San Angelo Medical, LLC | DE | |
San Miguel Hospital Corporation | NM | |
Scranton Holdings, LLC | DE | |
Scranton Hospital Company, LLC | DE | |
Scranton Quincy Holdings, LLC | DE | |
Scranton Quincy Hospital Company, LLC | DE | |
Shelbyville Hospital Corporation | TN |
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Guarantors | Jurisdiction of Incorporation or Formation | |
Siloam Springs Arkansas Hospital Company, LLC | DE | |
Siloam Springs Holdings, LLC | DE | |
Southern Texas Medical Center, LLC | DE | |
Spokane Valley Washington Hospital Company, LLC | DE | |
Spokane Washington Hospital Company, LLC | DE | |
Tennyson Holdings, LLC | DE | |
Tomball Texas Holdings, LLC | DE | |
Tomball Texas Hospital Company, LLC | DE | |
Tooele Hospital Corporation | UT | |
Triad Healthcare Corporation | DE | |
Triad Holdings III, LLC | DE | |
Triad Holdings IV, LLC | DE | |
Triad Holdings V, LLC | DE | |
Triad Nevada Holdings, LLC | DE | |
Triad of Alabama, LLC | DE | |
Triad of Oregon, LLC | DE | |
Triad-ARMC, LLC | DE | |
Triad-El Dorado, Inc. | AR | |
Triad-Navarro Regional Hospital Subsidiary, LLC | DE | |
Tunkhannock Hospital Company, LLC | DE | |
VHC Medical, LLC | DE | |
Vicksburg Healthcare, LLC | DE | |
Victoria Hospital, LLC | DE | |
Victoria of Texas, L.P. | DE | |
Virginia Hospital Company, LLC | VA | |
Warren Ohio Hospital Company, LLC | DE | |
Warren Ohio Rehab Hospital Company, LLC | DE | |
Watsonville Hospital Corporation | DE | |
Waukegan Hospital Corporation | IL | |
Waukegan Illinois Hospital Company, LLC | IL | |
Weatherford Hospital Corporation | TX |
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Guarantors | Jurisdiction of Incorporation or Formation | |
Weatherford Texas Hospital Company, LLC | TX | |
Webb Hospital Corporation | DE | |
Webb Hospital Holdings, LLC | DE | |
Wesley Health System, LLC | DE | |
West Grove Hospital Company, LLC | DE | |
WHMC, LLC | DE | |
Wilkes-Barre Behavioral Hospital Company, LLC | DE | |
Wilkes-Barre Holdings, LLC | DE | |
Wilkes-Barre Hospital Company, LLC | DE | |
Williamston Hospital Corporation | NC | |
Women & Children’s Hospital, LLC | DE | |
Woodland Heights Medical Center, LLC | DE | |
Woodward Health System, LLC | DE | |
Youngstown Ohio Hospital Company, LLC | DE |
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