[LETTERHEAD OF HODGSON RUSS LLP]
Exhibit 5.1
May 12, 2017
Community Health Systems, Inc.
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, TN 37067
Re: | Current Report on Form 8-K |
Ladies and Gentlemen:
We have acted as New York counsel to Community Health Systems, Inc. (the “Parent”), CHS/Community Health Systems, Inc. (the “Company”) and the entities identified onExhibit A attached to this letter (such entities and the Parent being collectively the “Guarantors”) solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, conducting any negotiation or providing any legal or other advice) in connection with a Registration Statement onForm S-3 that was filed by the Parent with the Securities and Exchange Commission (the “Commission”) on May 6, 2015, as amended by a Post-Effective Amendment No. 1 filed by the Parent with the Commission on March 3, 2017 (as so amended, the “Registration Statement”), and relating to the issuance under the Registration Statement by the Company pursuant to an Indenture, dated March 16, 2017, between the Company and Regions Bank, as trustee (the “Trustee”), as supplemented and amended by a First Supplemental Indenture, dated March 16, 2017, among Company, the Guarantors and the Trustee and a Second Supplemental Indenture, dated May 12, 2017, among Company, the Guarantors and the Trustee (as so supplemented and amended, the “Indenture”) of $900,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2023 (collectively the “Securities”), which are being guaranteed by the Guarantors pursuant to the Indenture (the guarantees by the Guarantors pursuant to the Indenture being collectively the “Guarantees”).
The opinions set forth in this letter are subject to the following qualifications:
1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) the Indenture, (ii) the Securities and (iii) the Registration Statement (collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents other than securities or Blue Sky law (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not limited to, (a) any review of any of the files and other records of the Company, any of the Guarantors, any affiliate of the Company or any of the Guarantors or any court or other governmental authority, (b) any review of any of our
CHS/Community Health Systems, Inc.
May 12, 2017
Page 2
files and other records, (c) any inquiry of or other communication with any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company, any of the Guarantors or any affiliate of the Company or any of the Guarantors or (d) any inquiry of any past or present attorney of ours).
2. We do not express any opinion concerning any law other than New York Law.
3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.
4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.
Subject to the qualifications set forth in this letter, it is our opinion that:
1. Assuming that the Indenture will have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors), the Indenture will constitute a legally valid and binding obligation of the Company, except as the enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium or other similar law now or hereafter in effect relating to or affecting rights and remedies of creditors or by general equitable principles (collectively the “Enforceability Exceptions”) and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.
2. Assuming that (a) the Indenture will have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and (b) the Securities have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture, when duly and validly executed by the Company and duly and validly authenticated and delivered by the Trustee, against payment therefor, all in accordance with the terms of the Indenture, the Securities constitute legally valid and binding obligations of the Company, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.
CHS/Community Health Systems, Inc.
May 12, 2017
Page 3
3. Assuming that (a) the Indenture has been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and (b) the Securities have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture and duly and validly executed by the Company and duly and validly authenticated and delivered by the Trustee against payment therefor, all in accordance with the terms of the Indenture, the Guarantees constitute legally valid and binding obligations of the Guarantors, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.
We consent to the filing of this letter with the Commission as an exhibit to the Current Report onForm 8-K of the Company filed with the Commission in connection with the offer and sale of the Securities in accordance with the requirements of Item 601(b)(5) ofRegulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ HODGSON RUSS LLP
Exhibit A
Guarantors
Entity | Jurisdiction | |
Abilene Hospital, LLC | DE | |
Abilene Merger, LLC | DE | |
Affinity Health Systems, LLC | DE | |
Affinity Hospital, LLC | DE | |
Amory HMA, LLC | MS | |
Berwick Hospital Company, LLC | DE | |
Biloxi H.M.A., LLC | MS | |
Birmingham Holdings II, LLC | DE | |
Birmingham Holdings, LLC | DE | |
Bluefield Holdings, LLC | DE | |
Bluefield Hospital Company, LLC | DE | |
Bluffton Health System LLC | DE | |
Brandon HMA, LLC | MS | |
Brevard HMA Holdings, LLC | FL | |
Brevard HMA Hospitals, LLC | FL | |
Brownwood Hospital, L.P. | DE | |
Brownwood Medical Center, LLC | DE | |
Bullhead City Hospital Corporation | AZ | |
Bullhead City Hospital Investment Corporation | DE | |
Campbell County HMA, LLC | TN | |
Carlisle HMA, LLC | PA | |
Carlsbad Medical Center, LLC | DE | |
Carolinas Holdings, LLC | DE | |
Carolinas JV Holdings General, LLC | DE | |
Carolinas JV Holdings, L.P. | DE | |
Central Florida HMA Holdings, LLC | DE | |
Central States HMA Holdings, LLC | DE | |
Chester HMA, LLC | SC | |
Chestnut Hill Health System, LLC | DE | |
CHHS Holdings, LLC | DE | |
CHHS Hospital Company, LLC | DE | |
CHS Pennsylvania Holdings, LLC | DE | |
CHS Tennessee Holdings, LLC | DE | |
CHS Virginia Holdings, LLC | DE | |
CHS Washington Holdings, LLC | DE | |
Citrus HMA, LLC | FL |
Entity | Jurisdiction | |
Clarksdale HMA, LLC | MS | |
Clarksville Holdings II, LLC | DE | |
Clarksville Holdings, LLC | DE | |
Cleveland Hospital Company, LLC | TN | |
Cleveland Tennessee Hospital Company, LLC | DE | |
Clinton HMA, LLC | OK | |
Coatesville Hospital Corporation | PA | |
Cocke County HMA, LLC | TN | |
College Station Hospital, L.P. | DE | |
College Station Medical Center, LLC | DE | |
College Station Merger, LLC | DE | |
Community Health Investment Company, LLC | DE | |
CP Hospital GP, LLC | DE | |
CPLP, LLC | DE | |
Crestwood Healthcare, L.P. | DE | |
Crestwood Hospital LP, LLC | DE | |
Crestwood Hospital, LLC | DE | |
CSMC, LLC | DE | |
Deaconess Holdings, LLC | DE | |
Deaconess Hospital Holdings, LLC | DE | |
Desert Hospital Holdings, LLC | DE | |
Detar Hospital, LLC | DE | |
DHFW Holdings, LLC | DE | |
Dukes Health System, LLC | DE | |
Dyersburg Hospital Company, LLC | TN | |
Emporia Hospital Corporation | VA | |
Florida HMA Holdings, LLC | DE | |
Foley Hospital Corporation | AL | |
Fort Smith HMA, LLC | AR | |
Frankfort Health Partner, Inc. | IN | |
Franklin Hospital Corporation | VA | |
Gadsden Regional Medical Center, LLC | DE | |
Gaffney H.M.A., LLC | SC | |
Granbury Hospital Corporation | TX | |
GRMC Holdings, LLC | DE | |
Hallmark Healthcare Company, LLC | DE | |
Health Management Associates, LLC | DE | |
Health Management Associates, LP | DE | |
Health Management General Partner I, LLC | DE |
Entity | Jurisdiction | |
Health Management General Partner, LLC | DE | |
HMA Fentress County General Hospital, LLC | TN | |
HMA Hospitals Holdings, LP | DE | |
HMA Santa Rosa Medical Center, LLC | FL | |
HMA Services GP, LLC | DE | |
HMA-TRI Holdings, LLC | DE | |
Hobbs Medco, LLC | DE | |
Hospital Management Associates, LLC | FL | |
Hospital Management Services of Florida, LP | FL | |
Hospital of Morristown, LLC | TN | |
Jackson HMA, LLC | MS | |
Jackson Hospital Corporation | TN | |
Jefferson County HMA, LLC | TN | |
Jourdanton Hospital Corporation | TX | |
Kay County Hospital Corporation | OK | |
Kay County Oklahoma Hospital Company, LLC | OK | |
Kennett HMA, LLC | MO | |
Key West HMA, LLC | FL | |
Kirksville Hospital Company, LLC | DE | |
Knoxville HMA Holdings, LLC | TN | |
Lakeway Hospital Company, LLC | TN | |
Lancaster Hospital Corporation | DE | |
Laredo Texas Hospital Company, L.P. | TX | |
Las Cruces Medical Center, LLC | DE | |
Lea Regional Hospital, LLC | DE | |
Lebanon HMA, LLC | TN | |
Longview Clinic Operations Company, LLC | DE | |
Longview Medical Center, L.P. | DE | |
Longview Merger, LLC | DE | |
LRH, LLC | DE | |
Lutheran Health Network of Indiana, LLC | DE | |
Madison HMA, LLC | MS | |
Marshall County HMA, LLC | OK | |
Martin Hospital Company, LLC | TN | |
Mary Black Health System LLC | DE | |
MCSA, L.L.C. | AR | |
Medical Center of Brownwood, LLC | DE | |
Merger Legacy Holdings, LLC | DE | |
Metro Knoxville HMA, LLC | TN |
Entity | Jurisdiction | |
Mississippi HMA Holdings I, LLC | DE | |
Mississippi HMA Holdings II, LLC | DE | |
Moberly Hospital Company, LLC | DE | |
Naples HMA, LLC | FL | |
Natchez Hospital Company, LLC | DE | |
National Healthcare of Leesville, Inc. | DE | |
Navarro Hospital, L.P. | DE | |
Navarro Regional, LLC | DE | |
NC-DSH, LLC | NV | |
Northampton Hospital Company, LLC | DE | |
Northwest Arkansas Hospitals, 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 | |
Pasco Regional Medical Center, LLC | FL | |
Pennsylvania Hospital Company, LLC | DE | |
Phoenixville Hospital Company, LLC | DE | |
Poplar Bluff Regional Medical Center, LLC | MO | |
Port Charlotte HMA, LLC | FL | |
Pottstown Hospital Company, LLC | DE | |
Punta Gorda HMA, LLC | FL | |
QHG Georgia Holdings II, LLC | DE | |
QHG Georgia Holdings, Inc. | GA | |
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 South Carolina, Inc. | SC | |
QHG of Spartanburg, Inc. | SC | |
QHG of Springdale, Inc. | AR | |
Regional Hospital of Longview, LLC | DE | |
River Oaks Hospital, LLC | MS | |
River Region Medical Corporation | MS |
Entity | Jurisdiction | |
Rockledge HMA, LLC | FL | |
ROH, LLC | 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 | |
Scranton Holdings, LLC | DE | |
Scranton Hospital Company, LLC | DE | |
Scranton Quincy Holdings, LLC | DE | |
Scranton Quincy Hospital Company, LLC | DE | |
Sebring Hospital Management Associates, LLC | FL | |
Seminole HMA, LLC | OK | |
Sharon Pennsylvania Holdings, LLC | DE | |
Sharon Pennsylvania Hospital Company, LLC | DE | |
Shelbyville Hospital Company, LLC | TN | |
Siloam Springs Arkansas Hospital Company, LLC | DE | |
Siloam Springs Holdings, LLC | DE | |
Southeast HMA Holdings, LLC | DE | |
Southern Texas Medical Center, LLC | DE | |
Southwest Florida HMA Holdings, LLC | DE | |
Spokane Valley Washington Hospital Company, LLC | DE | |
Spokane Washington Hospital Company, LLC | DE | |
Statesville HMA, LLC | NC | |
Tennessee HMA Holdings, LP | DE | |
Tennyson Holdings, LLC | DE | |
Tomball Texas Holdings, LLC | DE | |
Tomball Texas Hospital Company, LLC | DE | |
Triad Healthcare, LLC | 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-ARMC, LLC | DE | |
Triad-El Dorado, Inc. | AR | |
Triad-Navarro Regional Hospital Subsidiary, LLC | DE |
Entity | Jurisdiction | |
Tullahoma HMA, LLC | TN | |
Tunkhannock Hospital Company, LLC | DE | |
Van Buren H.M.A., LLC | AR | |
Venice HMA, LLC | FL | |
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 | |
Weatherford Hospital Corporation | TX | |
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 | |
Women & Children’s Hospital, LLC | DE | |
Woodland Heights Medical Center, LLC | DE | |
Woodward Health System, LLC | DE | |
Yakima HMA, LLC | WA | |
York Pennsylvania Holdings, LLC | DE | |
York Pennsylvania Hospital Company, LLC | DE |