Exhibits 5.14
| Charleston, SC Charlotte, NC Columbia, SC Myrtle Beach, SC Raleigh, NC Spartanburg, SC |
March 21, 2012
CHS/Community Health Systems, Inc.
| Re: | Guarantee by QHG of South Carolina, Inc., a South Carolina corporation, of the obligations of CHS/Community Health System Pursuant to November 22, 2011 Indenture |
Ladies and Gentlemen:
We have acted as special local counsel to QHG of South Carolina, Inc., a South Carolina corporation, (the “Guarantor”), in connection with the Guarantor’s proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of up to $2,000,000,000 in aggregate principal amount of 8% Senior Notes due 2019 (the “Exchange Notes”) of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”). The Exchange Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about March 21, 2012. The Exchange Notes and the Guarantees will be issued pursuant to an Indenture dated as of November 22, 2011 among the Company, the Guarantor, the additional guarantors named therein and U.S. Bank National Association, as trustee (the “Indenture”). The obligations of the Company under the Exchange Notes will be guaranteed by the Guarantor, along with the other guarantors, pursuant to guarantee provisions in the Indenture. This opinion letter is being furnished in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
For purposes of rendering this opinion, we have examined the following documents:
| (1) | The Registration Statement |
| (2) | The prospectus contained in the Registration Statement (the “Prospectus”) |
| (3) | The Indenture; |
| (4) | The Articles of Incorporation for the Guarantor; |
| (5) | The Bylaws of Guarantor; |
Parker Poe Adams & Bernstein LLP 1201 Main Street Suite 1450 Columbia, SC 29201
t 803.255.8000 f 803.255.8017 www.parkerpoe.com
PARKER POE ADAMS & BERNSTEIN LLP
CHS/Community Health Systems, Inc.
March 21, 2012
Page 2 of 3
(6) The Resolution of the Board of Directors of Guarantor, adopted on March 2, 2012, approving the Guarantees;
(7) The attached Secretary’s Certificate, certifying, among other things that the aforementioned Bylaws of Guarantor are the current and operative Bylaws of the Guarantor and that the Resolution approving the Guarantees is (Exhibit “A”); and,
(8) A Certificate of Existence issued by the South Carolina Secretary of State dated March 15, 2012, indicating that the Guarantor is in good standing.
The documents referenced in items 1 through 8 above are collectively referred to hereinafter as the “Opinion Documents”. Based upon and subject to the foregoing, and subject to the further qualifications, limitations, assumptions and exceptions set forth below, we are of the following opinion:
(a) The Guarantor is a corporation validly existing in good standing under the laws of the State of South Carolina.
(b) The Guarantor has the requisite corporate power and authority to make, execute, deliver and perform its obligations under the Indenture.
(c) The Guarantor has taken all necessary corporate action to duly authorize the execution, delivery, and performance of the Indenture.
We specifically assume that there has been no change in the information provided to us since the date such information was first provided and that such information was true and correct on the date on which it was provided and that it is true and correct on the date hereof. We also assume the genuineness and authenticity of all documents examined by us and all signatures thereon, the legal capacity of all persons executing such documents, other than on behalf of Guarantor, and the conformity to originals of all copies of all documents submitted to us. As to questions of fact, we have relied solely upon the representations, warranties, certifications, and statements contained in the Opinion Documents, and we have made no other independent factual investigation with regard to such matters.
We render this opinion with respect to the laws of the State of South Carolina and only with respect to those laws. We express no opinion with respect to the laws of a state other than South Carolina or of the United States.
This opinion is rendered solely to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purposes without our prior written consent. Except as indicated below, this opinion may not be relied upon by any other person, firm, or corporation for any purpose without our prior written consent. In that regard, we hereby consent to the filing of this opinion as Exhibit 5.14 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under
PARKER POE ADAMS & BERNSTEIN LLP
CHS/Community Health Systems, Inc.
March 21, 2012
Page 3 of 3
the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by South Carolina law for purposes of its opinion being delivered and filed as Exhibit 5.14 to the Registration Statement. We do not undertake to advise you of any matters that might hereinafter arise that would affect the opinions expressed herein. Our opinion is limited to the matters expressly stated herein and no other opinion may be implied or inferred.
| Very truly yours, |
| /s/ Parker Poe Adams & Bernstein LLP |
| Parker Poe Adams & Bernstein LLP |
Enc.