Exhibit 5.11
LIONEL SAWYER & COLLINS
SAMUEL S. LIONEL GRANT SAWYER (1918-1996) JON R. COLLINS (1923-1987) RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS DAVID N. FREDERICK RODNEY M. JEAN TODD TOUTON LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH COLLEEN A. DOLAN JENNIFER A. SMITH DAN R. REASER PAUL E. LARSEN ALLEN J. WILT LYNN S. FULSTONE RORY J. REID DAN C. McGUIRE |
JOHN E. DAWSON FRED D. “PETE” GIBSON, III CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATTHEW E. WATSON JOHN M. NAYLOR WILLIAM J. McKEAN ELIZABETH BRICKFIELD GREGORY R. GEMIGNANI LINDA M. BULLEN LAURA J. THALACKER DOREEN SPEARS HARTWELL LAURA K. GRANIER MAXIMILIANO D. COUVILLIER III ERIN FLYNN JENNIFER ROBERTS MARK A. CLAYTON MATTHEW R. POLICASTRO CHRISTOPHER MATHEWS | ATTORNEYS AT LAW
1700 BANK OF AMERICA PLAZA
300 SOUTH FOURTH STREET
LAS VEGAS, NEVADA 89101
(702) 383-8888 ____
FAX (702) 383-8845
lsc@lionelsawyer.com
www.lionelsawyer.com |
MICHAEL D. KNOX MEREDITH L. MARKWELL RICHARD T. CUNNINGHAM JENNIFER J. DiMARZIO PEARL L.GALLAGHER LUCAS J. TUCKER CHRISTOPHER WALTHER KEVIN J. HEJMANOWSKI KETAN D. BHIRUD ROBERT W. HERNQUIST COURTNEY MILLER O’MARA BRIAN H. SCHUSTERMAN |
MOHAMED A. IQBAL, JR. MARK J. GARDBERG JAMES B. GIBSON JOHN D. TENNERT MARLA J. DaVEE STEVEN C. ANDERSON RYAN A. ANDERSEN KATHERINE L. HOFFMAN VAR LORDAHL, JR. PHILLIP C. THOMPSON AMY L. BAKER | ||||
| March 20, 2012 | OF COUNSEL A. WILLIAM MAUPIN RICHARD J. MORGAN* ELLEN WHITTEMORE
*ADMITTED IN CA ONLY
WRITER’S DIRECT DIAL NUMBER (702) 383-8837 MGOLDSTEIN@LIONELSAWYER.COM | |||||||
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, TN 37067
| Re: | our file 22049-02 |
Ladies and Gentlemen:
We have acted as special Nevada counsel to NC-DSH, LLC, a Nevada limited liability company (the “Nevada Subsidiary Guarantor”), in connection with (i) the proposed issuance by CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”) of $2,000,000,000 of 8.000% Senior Notes Due 2019 (the “Exchange Securities”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Company’s outstanding $2,000,000,000 of 8.000% Senior Notes Due 2019 (the “Initial Securities”) which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by Community Health Systems, Inc., a Delaware corporation (the “Parent”) and each subsidiary of the Company (the “Subsidiary Guarantors”) that executed the Indenture (as hereinafter defined) (the “Guarantors”) and (iii) the preparation of the Registration Statement on Form S-4 filed by the Company and the Guarantors with the Securities and Exchange Commission on or about March 21, 2012, (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.
The Initial Securities have been, and the Exchange Securities will be, issued pursuant to that certain Indenture dated as of November 22, 2011 (the “Indenture”), between the Company, Parent, those Subsidiary Guarantors parties to the Indenture and U.S. Bank National Association, as trustee.
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.
RENO OFFICE :1100 BANK OF AMERICA P LAZA, 50 WEST LIBERTY STREET • RENO, NEVADA 89501 • (775) 788-8666 • FAX (775) 788-8682
CARSON CITY OFFICE: 410 SOUTH CARSON STREET • CARSON CITY, NEVADA 89701 • (775) 841-2115 FAX • (775 ) 841-2119
LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
CHS/Community Health Systems, Inc.
March 20, 2012
Page 2
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
1. the Indenture.
2. the Exchange Securities in the form included in the Indenture.
3. the terms of the Exchange Guarantees as contained in Article 10 of the Indenture.
We have also examined originals or copies of such limited liability company records and certificates of public officials as we have deemed necessary or advisable for purposes of this opinion. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Indenture.
We have relied upon the certificates of all public officials and limited liability company officials with respect to the accuracy of all matters contained therein.
We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us.
We assume that neither the Company nor the Nevada Guarantor is engaged in Nevada in any of the following businesses: gaming business, liquor distribution business, financial institution, public utility, insurance business, or cemetery business.
Based upon the foregoing and subject to the following it is our opinion that:
1. The Nevada Subsidiary Guarantor is validly existing under the laws of Nevada.
2. The Nevada Subsidiary Guarantor has the requisite limited liability company power and authority to execute and deliver the Indenture and to guarantee the “Guaranteed Obligations” (as defined in Section 10.01 of the Indenture).
3. The Nevada Subsidiary Guarantor has taken all necessary limited liability company action to duly authorize the execution and delivery of the Indenture and to guarantee the Guaranteed Obligations.
We express no opinion as to the laws of any jurisdiction other than those of Nevada.
We hereby consent to the filing of this opinion as Exhibit 5.11 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
LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
CHS/Community Health Systems, Inc.
March 20, 2012
Page 3
contained in the Registration Statement, under 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 Nevada law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
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| /s/ LIONEL SAWYER & COLLINS | ||
| LIONEL SAWYER & COLLINS | ||