Exhibit 5.1
Simpson Thacher & Bartlett llp
425 Lexington AvenueNew York, N.Y. 10017-3954(212) 455-2000Facsimile (212) 455-2502 April 7, 2010
HCA Inc.
One Park Plaza
Nashville, TN 37203
Ladies and Gentlemen:
We have acted as counsel to HCA Inc., a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $310,000,000 aggregate principal amount of 97/8% Senior Secured Notes due 2017 (the “2017 Exchange Notes”), $1,500,000,000 aggregate principal amount of 81/2% Senior Secured Notes due 2019 (the “2019 Exchange Notes”), $1,250,000,000 aggregate principal amount of 77/8% Senior Secured Notes due 2020 (the “February 2020 Exchange Notes”) and $1,400,000,000 aggregate principal amount of 71/4% Senior Secured Notes due 2020 (the “September 2020 Exchange Notes” and, together with the 2017 Exchange Notes, the 2019 Exchange Notes and the February 2020 Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The 2017 Exchange Notes and the related Guarantees will be issued under an indenture dated as
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of February 19, 2009 (the “February 2009 Indenture”) among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Junior Lien Trustee”); the 2019 Exchange Notes and the related Guarantees will be issued under an indenture dated as of April 22, 2009 (the “April 2009 Indenture”) among the Company, the Guarantors, Law Debenture Trust Company of New York, as trustee (the “First Lien Trustee” and, together with the Junior Lien Trustee, the “Trustees”), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (the “Paying Agent”); the February 2020 Exchange Notes and the related Guarantees will be issued under an indenture dated as of August 11, 2009 (the “August 2009 Indenture”) among the Company, the Guarantors, the First Lien Trustee and the Paying Agent; and the September 2020 Exchange Notes and the related Guarantees will be issued under an indenture dated as of March 10, 2010 (the “March 2010 Indenture” and together with the February 2009 Indenture, the April 2009 Indenture and the August 2009 Indenture, the “Indentures”) among the Company, the Guarantors, the First Lien Trustee and the Paying Agent. The Company will offer the 2017 Exchange Notes in exchange for $310,000,000 aggregate principal amount of its outstanding 97/8% Senior Secured Notes due 2017, the 2019 Exchange Notes in exchange for $1,500,000,000 aggregate principal amount of its outstanding 81/2% Senior Secured Notes due 2019, the February 2020 Exchange Notes in exchange for $1,250,000,000 aggregate principal amount of its outstanding 77/8% Senior Secured Notes due 2020 and the September 2020 Exchange Notes in exchange for $1,400,000,000 aggregate principal amount of its outstanding 71/4% Senior Secured Notes due 2020.
We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the
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originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligations of the Junior Lien Trustee, the First Lien Trustee and the Paying Agent, as the case may be.
We have assumed further that (1) each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”) has duly authorized, executed and delivered the Indentures in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and performance by each of the Schedule I Guarantors of the Indentures, the Exchange Notes and the Guarantees do not and will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or partnership agreement, as the case may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I Guarantor was organized or any other applicable law (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Company and each
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Guarantor of the Indentures, the Exchange Notes and the Guarantees do not and will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indentures or the Exchange Notes that requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of
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rights and defenses contained in Sections 4.16(2), 12.01 and 14.07 of each Indenture or (ii) Section 12.01 and 14.13 of each Indenture relating to severability.
In addition, we do not express any opinion herein with respect to any matters subject to any statute, judicial ruling or decree, and any administrative or governmental regulation of the United States of America or any state or other political subdivision thereof pertaining to the operating of hospitals and other health care facilities or the provision of health care services, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996; the Balanced Budget Act of 1997; Titles XVIII and XIX of the Social Security Act, 42 U.S.C. § 1395 et seq. and § 1396 et seq.; the federal anti-kickback statute, 42 U.S.C. §1320a-7b(b); the civil monetary penalties law, 42 U.S.C. § 1320a-7a; the civil False Claims Act, 31 U.S.C. §§ 3729-3733; the administrative False Claims Act, 42 U.S.C. § 1320a-7b(a); the “Stark” physician self-referral law, 42 U.S.C. § 1395nn, and similar state laws; the Emergency Medical Treatment and Active Labor Act; the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (P.L. 108-173); the Deficit Reduction Act of 2005; the American Recovery and Reinvestment Act of 2009; the Health Care and Education Reconciliation Act of 2010 (H.R. 4872); federal, state and local licensing, certification and accreditation regulations; and state laws relating to Certificates of Need, and the rules and regulations promulgated thereunder (collectively, the “Health Care Laws”).
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States (other than any Health Care Law), the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the
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Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Bay Hospital, Inc. | | FL |
| Brigham City Community Hospital, Inc. | | UT |
| Brookwood Medical Center of Gulfport, Inc. | | MS |
| Capital Division, Inc. | | VA |
| Central Florida Regional Hospital, Inc. | | FL |
| Central Shared Services, LLC | | VA |
| Central Tennessee Hospital Corporation | | TN |
| Chippenham & Johnston-Willis Hospitals, Inc. | | VA |
| Colorado Health Systems, Inc. | | CO |
| Columbia ASC Management, L.P. | | CA |
| Columbia Jacksonville Healthcare System, Inc. | | FL |
| Columbia LaGrange Hospital, Inc. | | IL |
| Columbia Medical Center of Arlington Subsidiary, L.P. | | TX |
| Columbia Medical Center of Denton Subsidiary, L.P. | | TX |
| Columbia Medical Center of Las Colinas, Inc. | | TX |
| Columbia Medical Center of Lewisville Subsidiary, L.P. | | TX |
| Columbia Medical Center of McKinney Subsidiary, L.P. | | TX |
| Columbia Medical Center of Plano Subsidiary, L.P. | | TX |
| Columbia North Hills Hospital Subsidiary, L.P. | | TX |
| Columbia Ogden Medical Center, Inc. | | UT |
| Columbia Parkersburg Healthcare System, LLC | | WV |
| Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. | | TX |
| Columbia Polk General Hospital, Inc. | | GA |
| Columbia Riverside, Inc. | | CA |
| Columbia/Alleghany Regional Hospital, Incorporated | | VA |
| Columbia/HCA John Randolph, Inc. | | VA |
| Columbine Psychiatric Center, Inc. | | CO |
| Columbus Cardiology, Inc. | | GA |
| Conroe Hospital Corporation | | TX |
| Dauterive Hospital Corporation | | LA |
| Dublin Community Hospital, LLC | | GA |
| Eastern Idaho Health Services, Inc. | | ID |
| Edward White Hospital, Inc. | | FL |
| El Paso Surgicenter, Inc. | | TX |
| Encino Hospital Corporation, Inc. | | CA |
| Fairview Park, Limited Partnership | | GA |
| Frankfort Hospital, Inc. | | KY |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Galen Property, LLC | | VA |
| Green Oaks Hospital Subsidiary, L.P. | | TX |
| Greenview Hospital, Inc. | | KY |
| HCA Central Group, Inc. | | TN |
| HCA Health Services of Florida, Inc. | | FL |
| HCA Health Services of Louisiana, Inc. | | LA |
| HCA Health Services of Oklahoma, Inc. | | OK |
| HCA Health Services of Tennessee, Inc. | | TN |
| HCA Health Services of Virginia, Inc. | | VA |
| HCA Realty, Inc. | | TN |
| HD&S Corp. Successor, Inc. | | FL |
| Health Midwest Office Facilities Corporation | | MO |
| Health Midwest Ventures Group, Inc. | | MO |
| Hendersonville Hospital Corporation | | TN |
| Hospital Corporation of Tennessee | | TN |
| Hospital Corporation of Utah | | UT |
| HSS Virginia, L.P. | | VA |
| HTI Memorial Hospital Corporation | | TN |
| Integrated Regional Lab, LLC | | FL |
| Integrated Regional Laboratories, LLP | | DE |
| KPH-Consolidation, Inc. | | TX |
| Largo Medical Center, Inc. | | FL |
| Las Vegas Surgicare, Inc. | | NV |
| Lawnwood Medical Center, Inc. | | FL |
| Lewis-Gale Hospital, Incorporated | | VA |
| Lewis-Gale Physicians, LLC | | VA |
| Los Robles Regional Medical Center | | CA |
| Marietta Surgical Center, Inc. | | GA |
| Marion Community Hospital, Inc. | | FL |
| MCA Investment Company | | CA |
| Memorial Healthcare Group, Inc. | | FL |
| Midwest Division — RBH, LLC | | MO |
| Montgomery Regional Hospital, Inc. | | VA |
| Mountain View Hospital, Inc. | | UT |
| National Patient Account Services, Inc. | | TX |
| Nashville Shared Services General Partnership | | DE |
| New Port Richey Hospital, Inc. | | FL |
| New Rose Holding Company, Inc. | | CO |
| North Florida Immediate Care Center, Inc. | | FL |
| North Florida Regional Medical Center, Inc. | | FL |
| Northern Utah Healthcare Corporation | | UT |
| Northern Virginia Community Hospital, LLC | | VA |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Northlake Medical Center, LLC | | GA |
| Notami Hospitals of Louisiana, Inc. | | LA |
| Okaloosa Hospital, Inc. | | FL |
| Okeechobee Hospital, Inc. | | FL |
| Palmyra Park Hospital, Inc. | | GA |
| Pasadena Bayshore Hospital, Inc. | | TX |
| Pulaski Community Hospital, Inc. | | VA |
| Redmond Park Hospital, LLC | | GA |
| Redmond Physician Practice Company | | GA |
| The Regional Health System of Acadiana, LLC | | LA |
| Retreat Hospital, LLC | | VA |
| Rio Grande Regional Hospital, Inc. | | TX |
| Riverside Healthcare System, L.P. | | CA |
| Sarasota Doctors Hospital, Inc. | | FL |
| Southern Hills Medical Center, LLC | | NV |
| Spotsylvania Medical Center, Inc. | | VA |
| Spring Branch Medical Center, Inc. | | TX |
| Spring Hill Hospital, Inc. | | TN |
| St. Mark’s Lone Peak Hospital, Inc. | | UT |
| Sun City Hospital, Inc. | | FL |
| Sunrise Mountainview Hospital, Inc. | | NV |
| Surgicare of Brandon, Inc. | | FL |
| Surgicare of Florida, Inc. | | FL |
| Surgicare of Houston Women’s, Inc. | | TX |
| Surgicare of Manatee, Inc. | | FL |
| Surgicare of New Port Richey, Inc. | | FL |
| Surgicare of Palms West, LLC | | FL |
| Surgicare of Riverside, LLC | | CA |
| Tallahassee Medical Center, Inc. | | FL |
| TCMC Madison-Portland, Inc. | | TN |
| Terre Haute MOB, L.P. | | IN |
| Timpanogos Regional Medical Services, Inc. | | UT |
| VH Holdco, Inc. | | NV |
| VH Holdings, Inc. | | NV |
| Virginia Psychiatric Company, Inc. | | VA |
| W & C Hospital, Inc. | | TX |
| Walterboro Community Hospital, Inc. | | SC |
| West Florida Regional Medical Center, Inc. | | FL |
| West Valley Medical Center, Inc. | | ID |
| Western Plains Capital, Inc. | | NV |
| WHMC, Inc. | | TX |
| Woman’s Hospital of Texas, Incorporated | | TX |
Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| American Medicorp Development Co. | | Delaware |
| Centerpoint Medical Center of Independence, LLC | | Delaware |
| CHCA Bayshore, L.P. | | Delaware |
| CHCA Conroe, L.P. | | Delaware |
| CHCA Mainland, L.P. | | Delaware |
| CHCA West Houston, L.P. | | Delaware |
| CHCA Woman’s Hospital, L.P. | | Delaware |
| CMS GP, LLC | | Delaware |
| Columbia Rio Grande Healthcare, L.P. | | Delaware |
| Columbia Valley Healthcare System, L.P. | | Delaware |
| Dallas/Ft. Worth Physician, LLC | | Delaware |
| EP Health, LLC | | Delaware |
| Fairview Park GP, LLC | | Delaware |
| Good Samaritan Hospital, L.P. | | Delaware |
| Goppert-Trinity Family Care, LLC | | Delaware |
| GPCH-GP, Inc. | | Delaware |
| Grand Strand Regional Medical Center, LLC | | Delaware |
| HCA — IT&S Field Operations, Inc. | | Delaware |
| HCA — IT&S Inventory Management, Inc. | | Delaware |
| HCA Management Services, L.P. | | Delaware |
| Healthtrust MOB, LLC | | Delaware |
| Hospital Development Properties, Inc. | | Delaware |
| HSS Holdco, LLC | | Delaware |
| HSS Systems VA, LLC | | Delaware |
| HSS Systems, LLC | | Delaware |
| JFK Medical Center Limited Partnership | | Delaware |
| Lakeland Medical Center, LLC | | Delaware |
| Lakeview Medical Center, LLC | | Delaware |
| Lewis-Gale Medical Center, LLC | | Delaware |
| Management Services Holdings, Inc. | | Delaware |
| Medical Centers of Oklahoma, LLC | | Delaware |
| Medical Office Buildings of Kansas, LLC | | Delaware |
| Midwest Division — ACH, LLC | | Delaware |
| Midwest Division — LRHC, LLC | | Delaware |
| Midwest Division — LSH, LLC | | Delaware |
| Midwest Division — MCI, LLC | | Delaware |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Midwest Division — MMC, LLC | | Delaware |
| Midwest Division — OPRMC, LLC | | Delaware |
| Midwest Division — PFC, LLC | | Delaware |
| Midwest Division — RMC, LLC | | Delaware |
| Midwest Division — RPC, LLC | | Delaware |
| Midwest Holdings, Inc. | | Delaware |
| Notami Hospitals, LLC | | Delaware |
| Outpatient Cardiovascular Center of Central Florida, LLC | | Delaware |
| Palms West Hospital Limited Partnership | | Delaware |
| Plantation General Hospital, L.P. | | Delaware |
| Reston Hospital Center, LLC | | Delaware |
| Riverside Hospital, Inc. | | Delaware |
| Samaritan, LLC | | Delaware |
| San Jose Healthcare System, LP | | Delaware |
| San Jose Hospital, L.P. | | Delaware |
| San Jose Medical Center, LLC | | Delaware |
| San Jose, LLC | | Delaware |
| SJMC, LLC | | Delaware |
| Terre Haute Hospital GP, Inc. | | Delaware |
| Terre Haute Hospital Holdings, Inc. | | Delaware |
| Terre Haute Regional Hospital, L.P. | | Delaware |
| Trident Medical Center, LLC | | Delaware |
| Utah Medco, LLC | | Delaware |
| Wesley Medical Center, LLC | | Delaware |
