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- S-4 Registration of securities issued in business combination transactions
- 3.4 Aiken Regional Medical Centers, Inc. Articles of Incorporation
- 3.5 Bylaws of Aiken Regional Medical Centers, Inc.
- 3.6 Alliance Health Center, Inc. Articles of Incorporation and Amendments
- 3.7 Amended and Restated Bylaws of Alliance Health Center, Inc.
- 3.8 Alternative Behavorial Services, Inc. Articles of Incorporation and Amendments
- 3.9 Amended and Restated Bylaws of Alternative Behavorial Services, Inc.
- 3.10 Associated Child Care Educational Services Inc. Articles of Incorporation
- 3.11 Amended and Restated Bylaws of Associated Child Care Educational Services Inc.
- 3.12 Atlantic Shores Hospital, LLC Certificate of Formation and Amendments
- 3.13 Atlantic Shores Hospital, LLC Amended and Restated Operating Agreement
- 3.14 Auburn Regional Medical Center, Inc. Articles of Incorporation and Amendments
- 3.15 Bylaws of Auburn Regional Medical Center, Inc.
- 3.16 Behavorial Healthcare LLC Certificate of Formation and Amendments
- 3.17 Behavorial Healthcare LLC Amended and Restated Operating Agt
- 3.18 Benchmark Behavioral Health System, Inc. Articles of Incorporation and Amendment
- 3.19 Amended and Restated Bylaws of Benchmark Behavioral Health System, Inc.
- 3.20 BHC Alhambra Hospital, Inc. Charter.
- 3.21 Amended and Restated Bylaws of BHC Alhambra Hospital, Inc.
- 3.22 BHC Belmont Pines Hospital, Inc. Charter
- 3.23 Amended and Restated Bylaws of BHC Belmont Pines Hospital, Inc.
- 3.24 BHC Fairfax Hospital, Inc. Charter
- 3.25 Amended and Restated Bylaws of BHC Fairfax Hospital, Inc.
- 3.26 BHC Fox Run Hospital, Inc. Charter
- 3.27 Amended and Restated Bylaws of BHC Fox Run Hospital, Inc.
- 3.28 BHC Fremont Hospital, Inc. Charter
- 3.29 Amended and Restated Bylaws of BHC Fremont Hospital, Inc.
- 3.30 BHC Health Services of Nevada, Inc. Articles of Incorporation
- 3.31 Amended and Restated Bylaws of BHC Health Services of Nevada, Inc.
- 3.32 BHC Heritage Oaks Hospital, Inc. Charter
- 3.33 Amended and Restated Bylaws of BHC Heritage Oaks Hospital, Inc.
- 3.34 BHC Holdings, Inc. Certificate of Incorporation and Amendments
- 3.35 Amended and Restated Bylaws of BHC Holdings, Inc.
- 3.36 BHC Intermountain Hospital, Inc. Charter.
- 3.37 Amended and Restated Bylaws of BHC Intermountain Hospital, Inc.
- 3.38 BHC Mesilla Valley Hospital, LLC Certiifcate of Formation and Amendments
- 3.39 BHC Mesilla Valley Hospital, LLC Amended and Restated Operating Agreement
- 3.40 BHC Montevista Hospital, Inc. Articles of Incorporation and Amendments
- 3.41 Amended and Restated Bylaws of BHC Montevista Hospital, Inc.
- 3.42 BHC Northwest Psychiatric Hospital, LLC Certificate of Formation and Amendments
- 3.43 BHC Northwest Psychiatric Hospital, LLC Amended and Restated Operating Agreement
- 3.44 BHC of Indiana, General Partnership Amended and Restated Agt
- 3.45 BHC Pinnacle Pointe Hospital, Inc. Charter
- 3.46 Amended and Restated Bylaws of BHC Pinnacle Pointe Hospital, Inc.
- 3.47 BHC Properties, LLC Certificate of Formation
- 3.48 BHC Properties, LLC Amended and Restated Operating Agt
- 3.49 BHC Sierra Vista Hospital, Inc. Charter
- 3.50 Amended and Restated Bylaws of BHC Sierra Vista Hospital, Inc.
- 3.51 BHC Streamwood Hospital, Inc. Charter
- 3.52 Amended and Restated Bylaws of BHC Streamwood Hospital, Inc.
- 3.53 Brentwood Acqisition, Inc. Charter
- 3.54 Amended and Restated Bylaws of Brentwood Acquisition, Inc.
- 3.55 Brentwood Acquisition-shreveport, Inc. Certificate of Incorporation
- 3.56 Amended and Restated Bylaws of Brentwood Acquisition-shreveport, Inc.
- 3.57 Brynn Marr Hospital, Inc. Articles of Incorporation and Amendments
- 3.58 Amended and Restated Bylaws of Brynn Marr Hospital, Inc.
- 3.59 Canyon Ridge Hospital, Inc. Articles of Incorporation
- 3.60 Amended and Restated Bylaws of Canyon Ridge Hospital, Inc.
- 3.61 Ccs/lansing, Inc. Articles of Incorporation
- 3.62 Amended and Restated Bylaws of Ccs/lansing, Inc.
- 3.63 Cedar Springs Hospital Inc Certificate of Incorporation and Amendments
- 3.64 Amended and Restated Bylaws of Cedar Springs Hospital, Inc.
- 3.65 Children's Comprehensive Services Inc Restated Charter and Amendments
- 3.66 Bylaws of Children's Comprehensive Services, Inc.
- 3.67 Columbus Hospital Partners LLC Certificate of Formation
- 3.68 Columbus Hospital Partners LLC Amended and Restated Operating Agt
- 3.69 Cumberland Hospital Partners LLC Articles of Organization and Amendments
- 3.70 Cumberland Hospital Partners LLC Amended and Restated Operating Agt
- 3.71 Cumberland Hospital LLC Certificate of Formation and Amendments
- 3.72 Cumberland Hospital LLC Amended and Restated Operating Agt
- 3.73 Amended and Restated Del Amo Hospital, Inc. Articles of Incorporation
- 3.74 Amended and Restated Bylaws of Del Amo Hospital, Inc.
- 3.75 Emerald Coast Behavioral Hospital, LLC Certificate of Formation
- 3.76 Emerald Coast Behavioral Hospital, LLC Amended and Restated Operating Agreement
- 3.77 First Hospital Corporation of Virginia Beach Articles of Incorporation
- 3.78 Amended and Restated Bylaws of First Hospital Corporation of Virginia Beach
- 3.79 First Hospital Panamericano, Inc. Certificate of Incorporation and Amendments
- 3.80 Amended and Restated Bylaws of First Hospital Panamericano, Inc.
- 3.81 Fort Duncan Medical Center, L.P. Certificate of Limited Partnership
- 3.82 Agreement of Limited Partnership of Fort Duncan Medical Center, L.P.
- 3.83 Frontline Behavioral Health, Inc. Certificate of Incorporation and Amendments TH
- 3.84 Bylaws of Frontline Behavioral Health, Inc.
- 3.85 Frontline Hospital, LLC Amended and Restated Certificate of Formation
- 3.86 Frontline Hospital, LLC Amended and Restated Operating Agreement.
- 3.87 Frontline Residential Treatment Center, LLC Amended and Restated Certificate
- 3.88 Frontline Residential Treatment Center, LLC Amended and Restated Operating
- 3.89 Great Plains Hospital, Inc. Articles of Incorporation
- 3.90 Amended and Restated Bylaws of Great Plains Hospital, Inc
- 3.91 H.C. Corporation Articles of Incorporation
- 3.92 Amended and Restated Bylaws of H.C. Corporation
- 3.93 Agreement of General Partnership of H.C. Partnership
- 3.94 Havenwyck Hospital, Inc. Articles of Incorporation and Amendments Thereto
- 3.95 Amended and Restated Bylaws of Havenwyck Hospital, Inc.
- 3.96 HHC Augusta, Inc. Articles of Incorporation
- 3.97 Amended and Restated Bylaws of HHC Augusta, Inc
- 3.98 HHC Conway Investment, Inc. Articles of Incorporation
- 3.99 Amended and Restated Bylaws of HHC Conway Investment, Inc
- 3.100 HHC Delaware, Inc. Certificate of Incorporation
- 3.101 Amended and Restated Bylaws of HHC Delaware, Inc
- 3.102 HHC Focus Florida, Inc. Articles of Incorporation and Amendments Thereto.
- 3.103 Amended and Restated Bylaws of HHC Focus Florida, Inc
- 3.104 HHC Pennsylvania, LLC Certificate of Formation.
- 3.105 HHC Pennsylvania, LLC Amended and Restated Operating Agreement.
- 3.106 HHC Poplar Springs, Inc. Articles of Incorporation
- 3.107 Amended and Restated Bylaws of HHC Poplar Springs, Inc
- 3.108 HHC River Park, Inc. Articles of Incorporation
- 3.109 Amended and Restated Bylaws of HHC River Park, Inc.
- 3.110 HHC ST. Simons, Inc. Articles of Incorporation.
- 3.111 Amended and Restated Bylaws of HHC ST. Simons, Inc
- 3.112 Hickory Trail Hospital, L.P. Certificate of Limited Partnership
- 3.113 Amended and Restated Agreement of Limited Partnership of Hickory Trail Hospital,
- 3.114 Holly Hill Hospital, LLC Certificate of Formation.
- 3.115 Holly Hill Hospital, LLC Amended and Restated Operating Agreement
- 3.116 Horizon Health Corporation Amended and Restated Certificate of Incorporation
- 3.117 Amended and Restated Bylaws of Horizon Health Corporation.
- 3.118 Horizon Health Hospital Services, LLC Certificate of Formation
- 3.119 Horizon Health Hospital Services, LLC Amended and Restated Operating Agreement
- 3.120 Horizon Mental Health Management, LLC Certificate of Formation
- 3.121 Horizon Mental Health Management, LLC Amended and Restated Operating Agreement.
- 3.122 Hsa Hill Crest Corporation Articles of Incorporation and Amendments Thereto.
- 3.123 Amended and Restated Bylaws of Hsa Hill Crest Corporation
- 3.124 Keys Group Holdings LLC Certificate of Formation and Amendments Thereto
- 3.125 Keys Group Holdings LLC Amended and Restated Operating Agreement.
- 3.126 Keystone Continuum, LLC Articles of Organization and Amendments Thereto
- 3.127 Keystone Continuum, LLC Amended and Restated Operating Agreement
- 3.128 Keystone Education and Youth Services, LLC Articles of Organization and Amendmen
- 3.129 Keystone Education and Youth Services, LLC Amended and Restated Operating
- 3.130 Keystone Marion, LLC Articles of Organization
- 3.131 Keystone Marion, LLC Amended and Restated Operating Agreement
- 3.132 Keystone Newport News, LLC Articles of Organization.
- 3.133 Keystone Newport News, LLC Amended and Restated Operating Agreement
- 3.134 Keystone NPS LLC Articles of Organization and Amendments Thereto
- 3.135 Keystone NPS LLC Amended and Restated Operating Agreement
- 3.136 Keystone Richland Center, LLC Articles of Organization
- 3.137 Keystone Richland Center, LLC Amended and Restated Operating Agreement
- 3.138 Keystone WSNC, L.L.C. Articles of Organization
- 3.139 Keystone WSNC, L.L.C. Amended and Restated Operating Agreement
- 3.140 Keystone Memphis, LLC Articles of Organization and Amendments Thereto
- 3.141 Keystone Memphis, LLC Amended and Restated Operating Agreement
- 3.142 Keystone / CCS Partners LLC Certificate of Formation and Amendments Thereto
- 3.143 Keystone / CCS Partners LLC Amended and Restated Operating Agreement
- 3.144 Kids Behavioral Health of Utah, Inc. Articles of Incorporation and Amendments TH
- 3.145 Amended and Restated Bylaws of Kids Behavioral Health of Utah, Inc.
- 3.146 Kingwood Pines Hospital, LLC Articles of Incorporation and Amendments Thereto
- 3.147 Kingwood Pines Hospital, LLC Amended and Restated Operating Agreement
- 3.148 Kmi Acquisition, LLC Certificate of Formation
- 3.149 Kmi Acquisition, LLC Amended and Restated Operating Agreement
- 5.1 Opinion of Fulbright & Jaworski LLP
- 5.2 Opinion of Matthew D. Klein, VP and General Counsel of Uhs.
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.4 Consent of Ernst & Young LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to DTC Participants
- 99.4 Form of Letter to Beneficial Holders
- 8 Apr 11 Registration of securities issued in business combination transactions (amended)
- 4 Apr 11 Registration of securities issued in business combination transactions (amended)
- 4 Apr 11 Registration of securities issued in business combination transactions (amended)
- 1 Apr 11 Registration of securities issued in business combination transactions
- 25 Jul 07 Registration of securities issued in business combination transactions
- 4 Nov 03 Registration of securities issued in business combination transactions (amended)
- 30 Jul 03 Registration of securities issued in business combination transactions
Exhibit 5.2
Universal Health Services, Inc.
367 South Gulph Road
P.O. Box 61558
King of Prussia, PA 19406
April 1, 2011
Universal Health Services, Inc.
and the Subsidiary Guarantors
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
I am General Counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”) and the Subsidiary Guarantors (as defined below) and am delivering this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Subsidiary Guarantors with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration under the Act of (i) the offering and issuance of $250,000,000 aggregate principal amount of the Company’s 7% Senior Notes due 2018 (the “Exchange Notes”) in exchange for a like principal amount of the Company’s issued and outstanding 7% Senior Notes due 2018 (the “Outstanding Notes”) as described in the Registration Statement (the “Exchange Offer”) and (ii) the guarantees of the Exchange Notes (the “Guarantees”) of the subsidiaries of the Company identified as registrant subsidiary guarantors in the Registration Statement (the “Subsidiary Guarantors”). The Outstanding Notes were issued, and the Exchange Notes will be issued, under an Indenture (the “Indenture”), dated as of September 29, 2010, between the Company, as successor by merger to UHS Escrow Corporation, and Union Bank, N.A., as trustee (the “Trustee”), as amended by the Supplemental Indenture, dated as of November 15, 2010, among the Company, the Trustee and the Subsidiary Guarantors. The Subsidiary Guarantors that are incorporated or organized under the laws of states other than the States of California, Delaware and Texas are identified inSchedule A hereto (the “Applicable Subsidiary Guarantors”).
In connection with this opinion, I have examined originals or copies of the Indenture and such corporate, limited liability company or partnership records of the Applicable Subsidiary Guarantors, certificates and other communications of public officials, and such other documents and questions of law as I have considered necessary or appropriate for the purposes of this opinion, and advise you that, in my opinion, each of the Indenture and the Guarantee of each Applicable Subsidiary Guarantor has been duly authorized by such Applicable Subsidiary Guarantor.
I am admitted to practice law in the State of Florida and have an In-House Corporate Counsel License in the State of Pennsylvania and I express no opinion as to the laws of any jurisdiction, domestic or foreign, other than the federal laws of the United States of
Universal Health Services, Inc.
and the Subsidiary Guarantors
April 1, 2011
Page 2
America and the laws of the states or commonwealths of incorporation or organization of the Applicable Subsidiary Guarantors, as to which I have investigated such questions of law as I have deemed appropriate for purposes of the opinion expressed herein, in each case as in effect on the date hereof.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and the reference to me under the caption “Legal Matters” in the prospectus contained therein. This consent is not to be construed as an admission that I am a party whose consent is required to be filed with the Registration Statement under Section 7 of the Act.
Very truly yours, |
/s/ MATTHEW D. KLEIN |
Matthew D. Klein |
General Counsel |
Schedule A
Applicable Subsidiary Guarantors
Exact Name of Registrant Subsidiary Guarantor | State or Other | |
AIKEN REGIONAL MEDICAL CENTERS, INC. | SC | |
ALLIANCE HEALTH CENTER, INC. | MS | |
ALTERNATIVE BEHAVIORAL SERVICES, INC. | VA | |
AUBURN REGIONAL MEDICAL CENTER, INC. | WA | |
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. | UT | |
BHC ALHAMBRA HOSPITAL, INC. | TN | |
BHC BELMONT PINES HOSPITAL, INC. | TN | |
BHC FAIRFAX HOSPITAL, INC. | TN | |
BHC FOX RUN HOSPITAL, INC. | TN | |
BHC FREMONT HOSPITAL, INC. | TN | |
BHC HEALTH SERVICES OF NEVADA, INC. | NV | |
BHC HERITAGE OAKS HOSPITAL, INC. | TN | |
BHC INTERMOUNTAIN HOSPITAL, INC. | TN | |
BHC MONTEVISTA HOSPITAL, INC. | NV | |
BHC OF INDIANA, GENERAL PARTNERSHIP | TN | |
BHC PINNACLE POINTE HOSPITAL, INC. | TN | |
BHC PROPERTIES, LLC | TN | |
BHC SIERRA VISTA HOSPITAL, INC. | TN | |
BHC STREAMWOOD HOSPITAL, INC. | TN | |
BRENTWOOD ACQUISITION, INC. | TN | |
BRYNN MARR HOSPITAL, INC. | NC | |
CCS/LANSING, INC. | MI | |
CHILDREN’S COMPREHENSIVE SERVICES, INC. | TN | |
COLUMBUS HOSPITAL PARTNERS, LLC | TN | |
CUMBERLAND HOSPITAL, LLC | VA | |
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH | VA | |
FIRST HOSPITAL PANAMERICANO, INC. | PR | |
GREAT PLAINS HOSPITAL, INC. | MO | |
H.C. CORPORATION | AL | |
H.C. PARTNERSHIP | AL | |
HAVENWYCK HOSPITAL INC. | MI | |
HHC AUGUSTA, INC. | GA | |
HHC CONWAY INVESTMENT, INC. | SC | |
HHC FOCUS FLORIDA, INC. | FL | |
HHC POPLAR SPRINGS, INC. | VA | |
HHC RIVER PARK, INC. | WV | |
HHC ST. SIMONS, INC. | GA | |
HOLLY HILL HOSPITAL, LLC | TN | |
HSA HILL CREST CORPORATION | AL | |
KEYSTONE CONTINUUM, LLC | TN | |
KEYSTONE EDUCATION AND YOUTH SERVICES, LLC | TN | |
KEYSTONE MARION, LLC | VA | |
KEYSTONE NEWPORT NEWS, LLC | VA | |
KEYSTONE RICHLAND CENTER, LLC | OH | |
KEYSTONE WSNC, L.L.C. | NC | |
KEYSTONE MEMPHIS, LLC | TN | |
KIDS BEHAVIORAL HEALTH OF UTAH, INC. | UT | |
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC | FL | |
LEBANON HOSPITAL PARTNERS, LLC | TN | |
MICHIGAN PSYCHIATRIC SERVICES, INC. | MI | |
NORTH SPRING BEHAVIORAL HEALTHCARE, INC. | TN | |
NORTHERN INDIANA PARTNERS, LLC | TN | |
OAK PLAINS ACADEMY OF TENNESSEE, INC. | TN | |
PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C. | SC | |
PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C. | SC | |
PARK HEALTHCARE COMPANY | TN | |
PENNSYLVANIA CLINICAL SCHOOLS, INC. | PA | |
PSI SURETY, INC. | SC | |
PSJ ACQUISITION, LLC | ND | |
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. | TN |
A-1
Exact Name of Registrant Subsidiary Guarantor | State or Other | |
RIVER OAKS, INC. | LA | |
ROLLING HILLS HOSPITAL, LLC | TN | |
SAMSON PROPERTIES, LLC | FL | |
SOUTHEASTERN HOSPITAL CORPORATION | TN | |
SP BEHAVIORAL, LLC | FL | |
SPARKS FAMILY HOSPITAL, INC. | NV | |
SUMMIT OAKS HOSPITAL, INC. | NJ | |
SUNSTONE BEHAVIORAL HEALTH, LLC | TN | |
TENNESSEE CLINICAL SCHOOLS, LLC | TN | |
THE ARBOUR, INC. | MA | |
THE BRIDGEWAY, INC. | AR | |
THE NATIONAL DEAF ACADEMY, LLC | FL | |
THE PINES RESIDENTIAL TREATMENT CENTER, INC. | VA | |
THREE RIVERS BEHAVIORAL HEALTH, LLC | SC | |
THREE RIVERS HEALTHCARE GROUP, LLC | SC | |
TURNING POINT CARE CENTER, INC. | GA | |
UHS HOLDING COMPANY, INC. | NV | |
UHS OF FULLER, INC. | MA | |
UHS OF HAMPTON, INC. | NJ | |
UHS OF HARTGROVE, INC. | IL | |
UHS OF NEW ORLEANS, INC. | LA | |
UHS OF OKLAHOMA, INC. | OK | |
UHS OF PENNSYLVANIA, INC. | PA | |
UHS OF RIVER PARISHES, INC. | LA | |
UHS OF WESTWOOD PEMBROKE, INC. | MA | |
UHS OKLAHOMA CITY LLC | OK | |
UNITED HEALTHCARE OF HARDIN, INC. | TN | |
UNIVERSITY BEHAVIORAL, LLC | FL | |
VALLE VISTA HOSPITAL PARTNERS, LLC | TN | |
VALLEY HOSPITAL MEDICAL CENTER, INC. | NV | |
WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED | FL | |
WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC | IN | |
WINDMOOR HEALTHCARE INC. | FL | |
ZEUS ENDEAVORS, LLC | FL |
A-2