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- S-4 Registration of securities issued in business combination transactions
- 3.1 Restated Certification of Incorporation of the Company
- 3.5 Bay Hospital, Inc. Articles of Incorporation
- 3.6 Bay Hospital, Inc. By-laws
- 3.7 Brigham City Community Hospital, Inc. Articles of Incorporation
- 3.8 Brigham City Community Hospital, Inc. By-laws
- 3.9 Brookwood Medical Center of Gulfport, Inc. Certificate of Incorporation
- 3.10 Brookwood Medical Center of Gulfport, Inc. By-laws
- 3.11 Capital Division, Inc. Articles of Incorporation
- 3.12 Capital Division, Inc. By-laws
- 3.13 Centerpoint Medical Center of Independence, LLC Certificate of Formation
- 3.14 Centerpoint Medical Center of Independence, LLC Limited Liability Company Agm't
- 3.15 Central Florida Regional Hospital, Inc. Articles of Incorporation
- 3.16 Central Florida Regional Hospital, Inc. By-laws
- 3.17 Central Shared Services, LLC Articles of Organization
- 3.18 Central Shared Services, LLC Limited Liability Company Agreement
- 3.19 Central Tennessee Hospital Corporation Charter
- 3.20 Central Tennessee Hospital Corporation By-laws
- 3.21 Chca Bayshore, L.P. Certificate of Limited Partnership
- 3.22 Chca Bayshore, L.P. Agreement of Limited Partnership
- 3.23 Chca Conroe, L.P. Certificate of Limited Partnership
- 3.24 Chca Conroe, L.P. Agreement of Limited Partnership
- 3.25 Chca East Houston, L.P. Certificate of Limited Partnership
- 3.26 Chca East Houston, L.P. Agreement of Limited Partnership
- 3.27 Chca Mainland, L.P. Certificate of Limited Partnership
- 3.28 Chca Mainland, L.P. Agreement of Limited Partnership
- 3.29 Chca West Houston, L.P. Certificate of Limited Partnership
- 3.30 Chca West Houston, L.P. Agreement of Limited Partnership
- 3.31 Chca Woman's Hospital, L.P. Certificate of Limited Partnership
- 3.32 Chca Woman's Hospital, L.P. Agreement of Limited Partnership
- 3.33 Chippenham & Johnston-willis Hospitals, Inc. Articles of Incorporation
- 3.34 Chippenham & Johnston-willis Hospitals, Inc. By-laws
- 3.35 CMS GP, LLC Certificate of Formation
- 3.36 CMS GP, LLC Limited Liability Company Agreement
- 3.37 Colorado Health Systems, Inc. Articles of Incorporation
- 3.38 Colorado Health Systems, Inc. By-laws
- 3.39 Columbia Asc Management, L.P. Certificate of Limited Partnership
- 3.40 Columbia Asc Management, L.P. Agreement of Limited Partnership
- 3.41 Columbia Jacksonville Healthcare System, Inc. Articles of Incorporation
- 3.42 Columbia Jacksonville Healthcare System, Inc. By-laws
- 3.43 Columbia Lagrange Hospital, Inc. Articles of Incorporation
- 3.44 Columbia Lagrange Hospital, Inc. By-laws
- 3.45 Columbia Medical Center of Arlington Sub., L.P. Cert. of Limited Partnership
- 3.46 Columbia Medical Center of Arlington, Sub. L.P. Agreement of Limited Partnership
- 3.47 Columbia Medical Center of Denton Subsidiary, L.P. Cert. of Limited Partnership
- 3.48 Columbia Medical Center of Denton Subsidiary, L.P. Agreement of Limited Pship
- 3.49 Columbia Medical Center of Las Colinas, Inc. Articles of Incorporation
- 3.50 Columbia Medical Center of Las Colinas, Inc. By-laws
- 3.51 Columbia Medical Center of Lewisville Sub., L.P. Cert. of Limited Partnership
- 3.52 Columbia Medical Center of Lewisville Sub., L.P. Agrm't of Limited Partnership
- 3.53 Columbia Medical Center of Mckinney Sub., L.P. Cert. of Limited Partnership
- 3.54 Columbia Medical Center of Mckinney Sub., L.P. Agreement of Limited Partnership
- 3.55 Columbia Medical Center of Plano Subsidiary, L.P. Cert. of Limited Partnership
- 3.56 Columbia Medical Center of Plano Subsidiary, L.P. Agrm't of Limited Partnership
- 3.57 Columbia North Hills Hospital Subsidiary, L.P. Cert. of Limited Partnership
- 3.58 Columbia North Hills Hospital Subsidiary, L.P. Agreement of Limited Partnership
- 3.59 Columbia Ogden Medical Center, Inc. Articles of Incorporation
- 3.60 Columbia Ogden Medical Center, Inc. By-laws
- 3.61 Columbia Parkersberg Healthcare System, LLC Articles of Incorporation
- 3.62 Columbia Parkersberg Healthcare System, LLC Operating Agreement
- 3.63 Columbia Plaza Medical CTR. of Fort Worth Sub Certificate of Limited Partnership
- 3.64 Columbia Plaza Medical CTR. of Fort Worth Sub Agreement of Limited Partnership
- 3.65 Columbia Polk General Hospital, Inc. Articles of Incorporation
- 3.66 Columbia Polk General Hospital, Inc. By-laws
- 3.67 Columbia Rio Grande Healthcare, L.P. Certificate of Limited Partnership
- 3.68 Columbia Rio Grande Healthcare, L.P. Amended and Restated Limited Pship Agr't
- 3.69 Columbia Riverside, Inc. Articles of Incorporation
- 3.70 Columbia Riverside, Inc. By-laws
- 3.71 Columbia Valley Healthcare System, L.P. Certificate of Limited Partnership
- 3.72 Columbia Valley Healthcare System, L.P. Amended and Restated Limited Pship Agr't
- 3.73 Columbia/alleghany Regional Hospital, Incorporated Articles of Incorporation
- 3.74 Columbia/alleghany Regional Hospital, Incorporated By-laws
- 3.75 Columbia/hca John Randolph, Articles of Incorporation
- 3.76 Columbia/hca John Randolph, Inc. By-laws
- 3.77 Columbine Psychiatric Center, Inc. Articles of Incorporation
- 3.78 Columbine Psychiatric Center, Inc. By-laws
- 3.79 Columbus Cardiology, Inc. Certificate of Incorporation
- 3.80 Columbus Cardiology, Inc. By-laws
- 3.81 Conroe Hospital Corportation Articles of Incorporation
- 3.82 Conroe Hospital Corporation By-laws
- 3.83 Dallas/ft. Worth Physician, LLC Certificate of Formation
- 3.84 Dallas/ft. Worth Physician, LLC Limited Liability Company Agreement
- 3.85 Dauterive Hospital Corporation Articles of Incorporation
- 3.86 Dauterive Hospital Corporation By-laws
- 3.87 Dublin Community Hospital, LLC Limited Liability Company Agreement
- 3.88 Dublin Community Hospital, LLC Articles of Organization
- 3.89 Eastern Idaho Health Services, Inc. Articles of Incorporation
- 3.90 Eastern Idaho Health Services, Inc. By-laws
- 3.91 Edmond Regional Medical Center, LLC Certificate of Formation
- 3.92 Edmond Regional Medical Center, LLC Limited Liability Company Agreement
- 3.93 El Paso Surgicenter, Inc. Articles of Incorporation
- 3.94 El Paso Surgicenter, Inc. By-laws
- 3.95 Edward White Hospital, Inc. Articles of Incorporation
- 3.96 Edward White Hospital, Inc. By-laws
- 3.97 Encino Hospital Corporation, Inc. Articles of Incorporation
- 3.98 Encino Hospital Corporation, Inc. By-laws
- 3.99 Ep Health, LLC Limited Liability Company Agreement
- 3.100 Ep Health LLC Limited Liability Company Agreement
- 3.101 Fairview Park GP, LLC Certificate of Formation
- 3.102 Fairview Park GP, LLC Limited Liability Company Agreement
- 3.103 Fairview Park, Limited Partnership Certificate of Limited Partnership
- 3.104 Fairview Park, Agreement of Limited Partnership
- 3.105 Frankfort Hospital, Inc. Articles of Incorporation
- 3.106 Frankfort Hospital, Inc. By-laws
- 3.107 Galen Property, LLC Articles of Organization
- 3.108 Galen Property, LLC Operating Agreement
- 3.109 General Healthserv, LLC Certificate of Formation
- 3.110 General Healthserv, LLC Limited Liability Company Agreement
- 3.111 Good Samaritan Hospital, L.P. Certificate of Limited Partnership
- 3.112 Good Samaritan Hospital, L.P. Agreement of Limited Partnership
- 3.113 Goppert-trinity Family Care, LLC Certificate of Formation
- 3.114 Goppert-trinity Family Care, LLC Limited Liability Company Agreement
- 3.115 GPCH-GP, Inc. Certificate of Incorporation
- 3.116 GPCH-GP, Inc. By-laws
- 3.117 Grand Strand Regional Medical Center,llc Certificate of Formation
- 3.118 Grand Strand Regional Medical Center, LLC Limited Liability Company Agreement
- 3.119 Green Oaks Hospital Subsidiary, L.P. Certificate of Limited Partnership
- 3.120 Green Oaks Hospital Subsidiary, L.P. Agreement of Limited Partnership
- 3.121 Greenview Hospital, Inc. Articles of Incorporation
- 3.122 Greenview Hospital, Inc. By-laws
- 3.123 Hamilton Medical Center, Inc. Articles of Incorporation
- 3.124 Hamilton Medical Center, Inc. By-laws
- 3.125 Hca Central Group, Inc. Certificate of Incorporation
- 3.126 Hca Central Group, Inc. By-laws
- 3.127 Hca Health Services of Florida, Inc. Articles of Incorporation
- 3.128 Hca Health Services of Florida, Inc. By-laws
- 3.129 Hca Health Services of Louisiana, Inc. Articles of Incorporation
- 3.130 Hca Health Services of Louisiana, Inc. By-laws
- 3.131 Hca Health Services of Oklahoma, Inc. Articles of Incorporation
- 3.132 Hca Health Services of Oklahoma, Inc. By-laws
- 3.133 Hca Health Services of Tennessee, Inc Charter
- 3.134 Hca Health Services of Tennessee, Inc. By-laws
- 3.135 Hca Health Services of Virginia, Inc. Certificate of Incorporation
- 3.136 Hca Health Services of Virginia, Inc. By-laws
- 3.137 Hca Management Services, L.P. Certificate of Limited Partnership
- 3.138 Hca Management Services, L.P. Agreement of Limited Partnership
- 3.139 HD&S Corp. Successor, Inc. Articles of Incorporation
- 3.140 HD&S Corp. Successor, Inc. By-laws
- 3.141 Health Midwest Office Facilities Corporation Articles of Incorporation
- 3.142 Health Midwest Office Facilities Corporation By-laws
- 3.143 Health Midwest Ventures Group, Inc. Articles of Incorporation
- 3.144 Health Midwest Ventures Group, Inc. By-laws
- 3.145 Healthtrust Mob, LLC Certificate of Formation
- 3.146 Healthtrust Mob, LLC Limited Liability Company Agreement
- 3.147 Hendersonville Hospital Corporation Charter
- 3.148 Hendersonville Hospital Corporation By-laws
- 3.149 Hospital Corporation of North Carolina Articles of Incorporation
- 3.150 Hospital Corporation of North Carolina By-laws
- 3.151 Hospital Corporation of Tennessee Charter
- 3.152 Hospital Corporation of Tennessee By-laws
- 3.153 Hospital Corporation of Utah Articles of Incorporation
- 3.154 Hospital Corporation of Utah By-laws
- 3.155 Hospital Development Properties, Inc. Certificate of Incorporation
- 3.156 Hospital Development Properties, Inc. By-laws
- 3.157 HSS Holdco, LLC Certificate of Formation
- 3.158 HSS Holdco, LLC Limited Liability Company Agreement
- 3.159 HSS Systems Va, LLC Certificate of Formation
- 3.160 HSS Systems Va, LLC Limited Liability Company Agreement
- 3.161 HSS Systems, LLC Certificate of Formation
- 3.162 HSS Systems, LLC Limited Liability Company Agreement
- 3.163 HSS Virginia, L.P. Certificate of Limited Partnership
- 3.164 HSS Virginia, L.P. Agreement of Limited Partnership
- 3.165 Hti Memorial Hospital Corporation Articles of Incorporation
- 3.166 Hti Memorial Hospital Corporation By-laws
- 3.167 Integrated Regional Lab, LLC Articles of Organization
- 3.168 Integrated Regional Lab, LLC Operating Agreement
- 3.169 Integrated Regional Laboratories, LLP Statement of Qualification
- 3.170 Integrated Regional Laboratories, LLP Partnership Agreement
- 3.171 JFK Medical Center Limited Partnership Certificate of Limited Partnership
- 3.172 JFK Medical Center Limited Partnership Agreement of Limited Partnership
- 3.173 Kph-consolidation, Inc. Articles of Incorporation
- 3.174 Kph-consolidation, Inc. By-laws
- 3.175 Lakeland Medical Center, LLC Certificate of Formation
- 3.176 Lakeland Medical Center, LLC Limited Liability Company Agreement
- 3.177 Lakeview Medical Center, LLC Certificate of Formation
- 3.178 Lakeview Medical Center, LLC Limited Liability Company Agreement
- 3.179 Largo Medical Center, Inc. Articles of Incorporation
- 3.180 Largo Medical Center, Inc. By-laws
- 3.181 Las Vegas Surgicare, Inc. Articles of Incorporation
- 3.182 Las Vegas Surgicare, Inc. By-laws
- 3.183 Lawnwood Medical Center, Inc. Articles of Incorporation
- 3.184 Lawnwood Medical Center, Inc. By-laws
- 3.185 Lewis-gale Hospital, Incorporated Articles of Incorporation
- 3.186 Lewis-gale Hospital, Incorporated By-laws
- 3.187 Lewis-gale Medical Center, LLC Certificate of Formation
- 3.188 Lewis-gale Medical Center, LLC Limited Liability Company Agreement
- 3.189 Lewis-gale Physicians, LLC Articles of Organization
- 3.190 Lewis-gale Physicians, LLC Operating Agreement
- 3.191 Los Robles Regional Medical Center Articles of Incorporation
- 3.192 Los Robles Regional Medical Center By-laws
- 3.193 Management Services Holdings, Inc. Certificate of Incorporation
- 3.194 Management Services Holdings, Inc. By-laws
- 3.195 Marietta Surgical Center, Inc. Articles of Incorporation
- 3.196 Marietta Surgical Center, Inc. By-laws
- 3.197 Marion Community Hospital, Inc. Articles of Incorporation
- 3.198 Marion Community Hospital, Inc. By-laws
- 3.199 Mca Investment Company Articles of Incorporation
- 3.200 Mca Investment Company By-laws
- 3.201 Medical Centers of Oklahoma, LLC Certificate of Formation
- 3.202 Medical Centers of Oklahoma, LLC Limited Liability Company Agreement
- 3.203 Medical Office Buildings of Kansas, LLC Certificate of Formation
- 3.204 Medical Office Buildings of Kansas, LLC Operating Agreement
- 3.205 Memorial Healthcare Group, Inc. Articles of Incorporation
- 3.206 Memorial Healthcare Group, Inc. By-laws
- 3.207 Midwest Division - Ach, LLC Certificate of Formation
- 3.208 Midwest Division - Ach, LLC Limited Liability Company Agreement
- 3.209 Midwest Division - LRHC, LLC Certificate of Formation
- 3.210 Midwest Division - LRHC, LLC Limited Liability Company Agreement
- 3.211 Midwest Division - LSH, LLC Certificate of Formation
- 3.212 Midwest Division - LSH, LLC Limited Liability Company Agreement
- 3.213 Midwest Division - Mci, LLC Certificate of Formation
- 3.214 Midwest Division - Mci, LLC Limited Liability Company Agreement
- 3.215 Midwest Division - MMC, LLC Certificate of Formation
- 3.216 Midwest Division - MMC, LLC Limited Liability Company Agreement
- 3.217 Midwest Division - Oprmc, LLC Certificate of Formation
- 3.218 Midwest Division - Oprmc, LLC Limited Liability Company Agreement
- 3.219 Midwest Division - PFC, LLC Certificate of Formation
- 3.220 Midwest Division - PFC, LLC Limited Liability Company Agreement
- 3.221 Midwest Division - RBH, LLC Articles of Organization
- 3.222 Midwest Division - RBH, LLC Limited Liability Company Agreement
- 3.223 Midwest Division - RMC, LLC Certificate of Formation
- 3.224 Midwest Division - RMC, LLC Limited Liability Company Agreement
- 3.225 Midwest Division - RPC, LLC Certificate of Formation
- 3.226 Midwest Division - RPC, LLC Limited Liability Company
- 3.227 Midwest Holdings, Inc. Certificate of Incorporation
- 3.228 Midwest Holdings, Inc. By-laws
- 3.229 Montgomery Regional Hospital, Inc. Articles of Incorporation
- 3.230 Montgomery Regional Hospital, Inc. By-laws
- 3.231 Mountain View Hospital, Inc. Certificate of Incorporation
- 3.232 Mountain View Hospital, Inc. By-laws
- 3.233 Nashville Shared Services General Partnership Agreement
- 3.234 Nashville Shared Services General Partnership Agreement
- 3.235 National Patient Account Services, Inc. Articles of Incorporation
- 3.236 National Patient Account Services, Inc. By-laws
- 3.237 New Port Richey Hospital, Inc. Articles of Incorporation
- 3.238 New Port Richey Hospital, Inc. By-laws
- 3.239 New Rose Holding Company, Inc. Articles of Incorporation
- 3.240 New Rose Holding Company, Inc. By-laws
- 3.241 North Florida Immediate Care Center, Inc. Articles of Incorporation
- 3.242 North Florida Immediate Care Center, Inc. By-laws
- 3.243 North Florida Regional Medical Center, Inc. Articles of Incorporation
- 3.244 North Florida Regional Medical Center, Inc. By-laws
- 3.245 Northern Utah Healthcare Corporation Articles of Incorporation
- 3.246 Northern Utah Healthcare Corporation By-laws
- 3.247 Northern Virginia Community Hospital, LLC Articles of Organization
- 3.248 Northern Virginia Community Hospital, LLC Limited Liability Company Agreement
- 3.249 Northlake Medical Center, LLC Certificate of Formation
- 3.250 Northlake Medical Center, LLC Limited Liability Company Agreement
- 3.251 Notami Hospitals of Louisiana, Inc. Articles of Incorporation
- 3.252 Notami Hospitals of Louisiana, Inc. By-laws
- 3.253 Notami Hospitals, LLC Certificate of Formation
- 3.254 Notami Hospitals, LLC Limited Liability Company Agreement
- 3.255 Okaloosa Hospital, Inc. Articles of Incorporation
- 3.256 Okaloosa Hospital, Inc. By-laws
- 3.257 Okeechobee Hospital, Inc. Articles of Incorporation
- 3.258 Okeechobee Hospital, Inc. By-laws
- 3.259 Outpatient Cardiovascular Center of Central Florida, LLC Cert. of Formation
- 3.260 Outpatient Cardiovascular Center of Central Florida, LLC Operating Agreement
- 3.261 Palms West Hospital Limited Partnership Agreement of Limited Partnership
- 3.262 Palms West Hospital Limited Partnership Certificate of Limited Partnership
- 3.263 Palmyra Park Hospital, Inc. Articles of Incorporation
- 3.264 Palmyra Park Hospital, Inc. By-laws
- 3.265 Plantation General Hospital, L.P. Agreement of Limited Partnership
- 3.266 Plantation General Hospital, L.P. Certificate of Limited Partnership
- 3.267 Pulaski Community Hospital, Inc. Articles of Incorporation
- 3.268 Pulaski Community Hospital, Inc. By-laws
- 3.269 Redmond Park Hospital, LLC Articles of Organization
- 3.270 Redmond Park Hospital, LLC Limited Liability Company Agreement
- 3.271 Redmond Physician Practice Company Articles of Incorporation
- 3.272 Redmond Physician Practice Company By-laws
- 3.273 Reston Hospital Center, LLC Certificate of Formation
- 3.274 Reston Hospital Center, LLC Limited Liability Company Agreement
- 3.275 Retreat Hospital, Inc. Articles of Incorporation
- 3.276 Retreat Hospital, Inc. By-laws
- 3.277 Rio Grande Regional Hospital, Inc. Articles of Incorporation
- 3.278 Rio Grande Regional Hospital, Inc. By-laws
- 3.279 Riverside Healthcare System, L.P. Certificate of Limited Partnership
- 3.280 Riverside Healthcare System, L.P. Limited Partnership Agreement
- 3.281 Riverside Healthcare System, L.P. Certificate of Incorporation
- 3.282 Riverside Hospital, Inc. By-laws
- 3.283 Samaritan, LLC Certificate of Formation
- 3.284 Samaritan, LLC Limited Liability Company Agreement
- 3.285 San Jose Healthcare System, LP Certificate of Limited Partnership
- 3.286 San Jose Healthcare System, LP Limited Partnership Agreement
- 3.287 San Jose Healthcare System, LP Agreement of Limited Partnership
- 3.288 San Jose Healthcare System, LP Certificate of Limited Partnership Agreement
- 3.289 San Jose Medical Center, LLC Certificate of Formation
- 3.290 San Jose Medical Center, LLC Limited Liability Company Agreement
- 3.291 San Jose LLC Certificate of Formation
- 3.292 San Jose, LLC Limited Liability Company Agreement
- 3.293 Sarasota Doctors Hospital, Inc. Articles of Incorporation
- 3.294 Sarasota Doctors Hospital. Inc. By-laws
- 3.295 SJMC, LLC Certificate of Formation
- 3.296 SJMC, LLC Limited Liability Company Agreement
- 3.297 Southern Hills Medical Center, LLC Certificate of Formation
- 3.298 Southern Hills Medical Center, LLC Limited Liability Company Agreement
- 3.299 Spotsylvania Medical Center, Inc. Articles of Incorporation
- 3.300 Spotsylvania Medical Center, Inc By-laws
- 3.301 Spring Branch Medical Center, Inc. Articles of Incorporation
- 3.302 Spring Branch Medical Center, Inc. By-laws
- 3.303 Spring Hill Hospital, Inc. Charter
- 3.304 Spring Hill Hospital, Inc. By-laws
- 3.305 ST. Mark's Lone Peak Hospital, Inc. Articles of Incorporation
- 3.306 ST. Mark's Lone Peak Hospital, Inc.by-laws
- 3.307 Sun City Hospital, Inc. Articles of Incorporation
- 3.308 Sun City Hospital, Inc. By-laws
- 3.309 Sunbelt Regional Medical Center, Inc. Articles of Incorporation
- 3.310 Sunbelt Regional Medical Center, Inc. By-laws
- 3.311 Sunrise Mountainview Hospital, Inc. Articles of Incorporation
- 3.312 Sunrise Mounatinview Hospital, Inc. By-laws
- 3.313 Surgicare of Brandon, Inc. Articles of Incorporation
- 3.314 Surgicare of Brandon, Inc. By-laws
- 3.315 Surgicare of Florida Inc. Articles of Incorporation
- 3.316 Surgicare of Florida Inc. By-laws
- 3.317 Surgicare of Houston Women's, Inc. Articles of Incorporation
- 3.318 Surgicare of Houston Women's, Inc. By-laws
- 3.319 Surgicare of Manatee, Inc. Articles of Incorportion
- 3.320 Surgicare of Manatee, Inc. By-laws
- 3.321 Surgicare of New Port Richey, Inc. Articles of Incorporation
- 3.322 Surgicare of New Port Richey, Inc. By-laws
- 3.323 Surgicare of Palms West, Inc. Articles of Organization
- 3.324 Surgicare of Palms West, LLC Articles of Organization Agreement
- 3.325 Surgicare of Riverside, LLC Articles of Organization
- 3.326 Surgicare of Riverside, LLC Limited Liability Company Agreement
- 3.327 Tallahassee Medical Center, Inc. Articles of Incorporation
- 3.328 Tallahassee Medical Center, Inc. By-laws
- 3.329 TCMC Madison-portland, Inc. Articles of Incorporation
- 3.330 TCMC Madison-portland, Inc. By-laws
- 3.331 Terre Haute Hospital GP, Inc. Certificate of Incorporation
- 3.332 Terre Haute Hospital GP, Inc. By-laws
- 3.333 Terre Haute Hospital Holdings, Inc. Certificate of Incorporation
- 3.334 Terre Haute Hospital Holdings, Inc. By-laws
- 3.335 Terre Haute Mob, L.P. Certificate of Limited Partnership
- 3.336 Terre Haute Mob, L.P. Limited Partnership Agreement
- 3.337 Terre Haute Regional Hospital, L.P. Certificate of Limited Partnership
- 3.338 Terre Haute Regional Hospital, L.P. Limited Partnership Agreement
- 3.339 Timpanogos Regional Medical Services, Inc. Certificate of Incorporation
- 3.340 Timpanogos Regional Medical Services, Inc. By-laws
- 3.341 Trident Medical Center, LLC Certificate of Formation
- 3.342 Trident Medical Center, LLC Limited Liability Company Agreement
- 3.343 Utah Medco, LLC Certificate of Formation
- 3.344 Utah Medco, LLC Limited Liability Company Agreement
- 3.345 VH Holdco, Inc. Articles of Incorporation
- 3.346 VH Holdco, Inc. By-laws
- 3.347 VH Holdings, Inc. Articles of Incorporation
- 3.348 VH Holdings, Inc. By-laws
- 3.349 Virginia Psychiatric Company, Inc. Articles of Incorporation
- 3.350 Virginia Psychiatric Company, Inc. By-laws
- 3.351 W & C Hospital, Inc. Articles of Incorporation
- 3.352 W & C Hospital, Inc. By-laws
- 3.353 Waterboro Community Hospital, Inc. Articles of Incorportation
- 3.354 Waterboro Community Hospital, Inc. By-laws
- 3.355 Wesley Medical Center, LLC Certificate of Formation
- 3.356 Wesley Medical Center, LLC Limited Liability Company Agreement
- 3.357 West Florida Regional Medical Center, Inc. Articles of Incorportation
- 3.358 West Florida Regional Medical Center, Inc. By-laws
- 3.359 West Valley Medical Center, Inc. Articles of Incorporation
- 3.360 West Valley Medical Center, Inc. By-laws
- 3.361 Western Plains Capital, Inc. Articles of Incorporation
- 3.362 Western Plains Capital, Inc, By-laws
- 3.363 WHMC, Inc. Articles of Incorporation
- 3.364 WHMC, Inc. By-laws
- 3.365 Woman's Hospital of Texas, Incorporated Certificate of Incorporation
- 3.366 Woman's Hospital of Texas, Incorporated By-laws
- 3.367 Women's and Children's Hospital, Inc. Articles of Incorporation
- 3.368 Women's and Children's Hospital, Inc. By-laws
- 4.7 Amendment No. 1 to the Credit Agreement
- 4.13 General Intercreditor Agreement
- 4.13 Receivables Intercreditor Agreement
- 4.14 Registration Rights Agreement
- 4.15 Assignment and Assumption Agreement
- 4.16 Indenture
- 4.16 First Supplemental Indenture
- 4.16 Second Supplemental Indenture
- 4.16 Third Supplemental Indenture
- 4.17 Form of 7.5% Debentures Due 2023
- 4.18 Form of 8.36% Debenture Due 2024
- 4.19 Form of Fixed Rate Global Medium Term Note
- 4.20 Form of Floating Rate Global Medium-term Note
- 4.22 Form of 7.19% Debenture Due 2015
- 4.23 Form of 7.50% Debenture Due 2095
- 4.24 Form of 7.05% Debenture Due 2027
- 4.25 Form of Fixed Rate Global Medium-term Note
- 4.26 8.750% Note In the Principal Amount of $400,000,000 Due 2010
- 4.26 8.750% Note In the Principal Amount of $350,000,000 Due 2010
- 4.27 8.75% Note Due 2010 In the Princ. Amount of 150,000,000 British Pound Sterling
- 4.28 7 7/8% Note In the Principal Amount of $100,000,000 Due 2011
- 4.28 7 7/8% Note In the Principal Amount of $400,000,000 Due 2011
- 4.29 6.95% Note Due 2012 In the Principal Amount of $400,000,000
- 4.29 6.95% Note Due 2012 In the Principal Amount of $100,000,000
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Amended and Restated Columbia/hca Healthcare Corp. 1992 Stock and Incentive Plan
- 10.1 First Amendment to Amend. & Restated Columbia/hca 1992 Stock and Incentive Plan
- 10.3 Form of Indemnity Agreement with Certain Officers and Directors
- 10.6 Columbia/hca Healthcare Corporation 2000 Equity Incentive Plan
- 10.17 Civil and Administrative Settlement Agreement
- 10.18 Plea Agreement
- 10.19 Corporate Integrity Agreement
- 10.22 Hca Supplemental Executive Retirement Plan
- 10.23 Hca Restoration Plan
- 10.30 Registration Rights Agreement
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP
- 25.1 Form T-1 (9 1/8% Senior Secured Notes Due 2014)
- 25.2 Form T-1 (9 1/4% Senior Secured Notes Due 2016)
- 25.3 Form T-1 (9 5/8% / 10 3/8% Senior Secured Toggle Due 2016)
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
August 1, 2007
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 $1,000,000,000 aggregate principal amount of 9 1/8% Senior Secured Notes due 2014 (the “2014 Cash-Pay Exchange Notes”), $3,200,000,000 aggregate principal amount of 9 1/4% Senior Secured Notes due 2016 (the “2016 Cash-Pay Exchange Notes”) and $1,500,000,000 aggregate principal amount of 9 5/8%/10 3/8% Senior Secured Toggle Notes due 2016 (the “Toggle Exchange Notes” and, together with the 2014 Cash-Pay Exchange Notes and the 2016 Cash-Pay Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of November 17, 2006 (the “Indenture”) among the Company, the Guarantors and The Bank of New York, as trustee (the
HCA INC. | - 2 - - | AUGUST 1, 2007 |
“Trustee”). The Company will offer the 2014 Cash-Pay Exchange Notes in exchange for $1,000,000,000 aggregate principal amount of its outstanding 9 1/8% Senior Secured Notes due 2014, the 2016 Cash-Pay Exchange Notes in exchange for $3,200,000,000 aggregate principal amount of its outstanding 9 1/4% Senior Secured Notes due 2016 and the Toggle Exchange Notes in exchange for $1,500,000,000 aggregate principal amount of its outstanding 9 5/8%/10 3/8% Senior Secured Toggle Notes due 2016.
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the 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 Indenture is the valid and legally binding obligation of the Trustee.
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 Indenture in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and
HCA INC. | - 3 - - | AUGUST 1, 2007 |
performance by each of the Schedule I Guarantors of the Indenture, 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 Guarantor of the Indenture, the Exchange Notes and the Guarantees do 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 Indenture 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 Indenture 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.
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We express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indenture 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 rights and defenses contained in Sections 4.16(2), 12.01 and 14.07 of the Indenture or (ii) Section 12.01 and 14.13 of the 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; 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
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Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the 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, |
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
Entity Name | Jurisdiction of Incorporation or Formation | |
Bay Hospital, Inc. | Florida | |
Brigham City Community Hospital, Inc. | Utah | |
Central Florida Regional Hospital, Inc. | Florida | |
Central Tennessee Hospital Corporation | Tennessee | |
Chippenham & Johnston-Willis Hospitals, Inc. | Virginia | |
Columbia Medical Center of Arlington Subsidiary, L.P. | Texas | |
Columbia Medical Center of Denton Subsidiary, L.P. | Texas | |
Columbia Medical Center of Las Colinas, Inc. | Texas | |
Columbia Medical Center of Lewisville Subsidiary, L.P. | Texas | |
Columbia Medical Center of McKinney Subsidiary, L.P. | Texas | |
Columbia Medical Center of Plano Subsidiary, L.P. | Texas | |
Columbia North Hills Hospital Subsidiary, L.P. | Texas | |
Columbia Ogden Medical Center, Inc. | Utah | |
Columbia Parkersburg Healthcare System, LLC | West Virginia | |
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. | Texas | |
Columbia Polk General Hospital, Inc. | Georgia | |
Columbia/Alleghany Regional Hospital, Incorporated | Virginia | |
Columbia/HCA John Randolph, Inc. | Virginia | |
Dauterive Hospital Corporation | Louisiana | |
Eastern Idaho Health Services, Inc. | Idaho | |
Edward White Hospital, Inc. | Florida | |
Frankfort Hospital, Inc. | Kentucky | |
Galen Property, LLC | Virginia | |
Greenview Hospital, Inc. | Kentucky | |
Hamilton Medical Center, Inc. | Louisiana | |
HCA Health Services of Florida, Inc. | Florida | |
HCA Health Services of Tennessee, Inc. | Tennessee | |
HCA Health Services of Virginia, Inc. | Virginia | |
Hendersonville Hospital Corporation | Tennessee | |
Hospital Corporation of Utah | Utah | |
HTI Memorial Hospital Corporation | Tennessee | |
KPH-Consolidation, Inc. | Texas | |
Largo Medical Center, Inc. | Florida | |
Lawnwood Medical Center, Inc. | Florida | |
Los Robles Regional Medical Center | California | |
Marion Community Hospital, Inc. | Florida | |
Memorial Healthcare Group, Inc. | Florida | |
Midwest Division - RBH, LLC | Missouri | |
Montgomery Regional Hospital, Inc. | Virginia |
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Entity Name | Jurisdiction of Incorporation or Formation | |
Mountain View Hospital, Inc. | Utah | |
New Port Richey Hospital, Inc. | Florida | |
North Florida Regional Medical Center, Inc. | Florida | |
Northern Utah Healthcare Corporation | Utah | |
Northern Virginia Community Hospital, LLC | Virginia | |
Northlake Medical Center, LLC | Georgia | |
Okaloosa Hospital, Inc. | Florida | |
Okeechobee Hospital, Inc. | Florida | |
Palmyra Park Hospital, Inc. | Georgia | |
Pulaski Community Hospital, Inc. | Virginia | |
Redmond Park Hospital, LLC | Georgia | |
Retreat Hospital, Inc. | Virginia | |
Riverside Healthcare System, L.P. | California | |
Sarasota Doctors Hospital, Inc. | Florida | |
Southern Hills Medical Center, LLC | Nevada | |
Spotsylvania Medical Center, Inc. | Virginia | |
Spring Branch Medical Center, Inc. | Texas | |
Sun City Hospital, Inc. | Florida | |
Sunrise Mountainview Hospital, Inc. | Nevada | |
Tallahassee Medical Center, Inc. | Florida | |
TCMC Madison-Portland, Inc. | Tennessee | |
Timpanogos Regional Medical Services, Inc. | Utah | |
Walterboro Community Hospital, Inc. | South Carolina | |
West Florida Regional Medical Center, Inc. | Florida | |
West Valley Medical Center, Inc. | Idaho | |
Capital Division, Inc. | Virginia | |
Central Shared Services, LLC | Virginia | |
Columbia ASC Management, L.P. | California | |
Columbia LaGrange Hospital, Inc. | Illinois | |
El Paso Surgicenter, Inc. | Texas | |
Green Oaks Hospital Subsidiary, L.P. | Texas | |
HCA Health Services of Oklahoma, Inc. | Oklahoma | |
Health Midwest Office Facilities Corporation | Missouri | |
Health Midwest Ventures Group, Inc. | Missouri | |
Hospital Corporation of Tennessee | Tennessee | |
HSS Virginia, L.P. | Virginia | |
Integrated Regional Laboratories, LLP | Delaware | |
Las Vegas Surgicare, Inc. | Nevada | |
Lewis-Gale Physicians, LLC | Virginia | |
Marietta Surgical Center, Inc. | Georgia | |
Nashville Shared Services General Partnership | Delaware | |
National Patient Account Services, Inc. | Texas | |
North Florida Immediate Care Center, Inc. | Florida | |
Spring Hill Hospital, Inc. | Tennessee |
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Entity Name | Jurisdiction of Incorporation or Formation | |
St. Mark’s Lone Peak Hospital, Inc. | Utah | |
Surgicare of Brandon, Inc. | Florida | |
Surgicare of Florida, Inc. | Florida | |
Surgicare of Houston Women’s, Inc. | Texas | |
Surgicare of Manatee, Inc. | Florida | |
Surgicare of New Port Richey, Inc. | Florida | |
Surgicare of Palms West, LLC | Florida | |
Terre Haute MOB, L.P. | Indiana | |
Virginia Psychiatric Company, Inc. | Virginia | |
Women’s and Children’s Hospital, Inc. | Louisiana | |
HCA Health Services of Louisiana, Inc. | Louisiana | |
Brookwood Medical Center of Gulfport, Inc. | Mississippi | |
Columbia Jacksonville Healthcare System, Inc. | Florida | |
Columbia Riverside, Inc. | California | |
Conroe Hospital Corporation | Texas | |
Dublin Community Hospital, LLC | Georgia | |
Fairview Park, Limited Partnership | Georgia | |
HCA Central Group, Inc. | Tennessee | |
HD&S Corp. Successor, Inc. | Florida | |
Integrated Regional Lab, LLC | Florida | |
Lewis-Gale Hospital, Incorporated | Virginia | |
MCA Investment Company | California | |
Notami Hospitals of Louisiana, Inc. | Louisiana | |
Rio Grande Regional Hospital, Inc. | Texas | |
Sunbelt Regional Medical Center, Inc. | Texas | |
VH Holdco, Inc. | Nevada | |
VH Holdings, Inc. | Nevada | |
WHMC, INC. | Texas | |
Redmond Physician Practice Company | Georgia | |
Woman’s Hospital of Texas, Incorporated | Texas | |
Hospital Corporation of North Carolina | North Carolina | |
New Rose Holding Company, Inc. | Colorado | |
Encino Hospital Corporation, Inc. | California | |
Columbine Psychiatric Center, Inc. | Colorado | |
Surgicare of Riverside, LLC | California | |
W & C Hospital, Inc. | Texas | |
Columbus Cardiology, Inc. | Georgia | |
Colorado Health Systems, Inc. | Colorado | |
Western Plains Capital, Inc. | Nevada |
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Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
Entity Name | Jurisdiction of Incorporation or Formation | |
Centerpoint Medical Center of Independence, LLC | Delaware | |
CHCA Bayshore, L.P. | Delaware | |
CHCA Conroe, L.P. | Delaware | |
CHCA East Houston, L.P. | Delaware | |
CHCA Mainland, L.P. | Delaware | |
CHCA West Houston, L.P. | Delaware | |
CHCA Woman’s Hospital, L.P. | Delaware | |
Columbia Rio Grande Healthcare, L.P. | Delaware | |
Columbia Valley Healthcare System, L.P. | Delaware | |
Edmond Regional Medical Center, LLC | Delaware | |
Fairview Park GP, LLC | Delaware | |
Good Samaritan Hospital, L.P. | Delaware | |
GPCH-GP, Inc. | Delaware | |
Grand Strand Regional Medical Center, LLC | Delaware | |
JFK Medical Center Limited Partnership | Delaware | |
Lakeview Medical Center, LLC | Delaware | |
Lewis-Gale Medical Center, LLC | Delaware | |
Medical Centers of Oklahoma, LLC | Delaware | |
Midwest Division - ACH, LLC | Delaware | |
Midwest Division - LRHC, LLC | Delaware | |
Midwest Division - LSH, LLC | Delaware | |
Midwest Division - MCI, LLC | Delaware | |
Midwest Division - MMC, LLC | Delaware | |
Midwest Division - RMC, 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 | |
San Jose Healthcare System, LP | Delaware | |
Terre Haute Regional Hospital, L.P. | Delaware | |
Trident Medical Center, LLC | Delaware | |
Wesley Medical Center, LLC | Delaware | |
Dallas/Ft. Worth Physician, LLC | Delaware | |
HCA Management Services, L.P. | Delaware | |
Hospital Development Properties, Inc. | Delaware | |
HSS Systems, LLC | Delaware | |
Medical Office Buildings of Kansas, LLC | Delaware | |
Midwest Division - OPRMC, LLC | Delaware | |
Midwest Division - RPC, LLC | Delaware | |
Riverside Hospital, Inc. | Delaware |
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Entity Name | Jurisdiction of Incorporation or Formation | |
San Jose Hospital, L.P. | Delaware | |
CMS GP, LLC | Delaware | |
EP Health, LLC | Delaware | |
General Healthserv, LLC | Delaware | |
HSS Holdco, LLC | Delaware | |
HSS Systems VA, LLC | Delaware | |
Management Services Holdings, Inc. | Delaware | |
Notami Hospitals, LLC | Delaware | |
Samaritan, LLC | 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 | |
Utah Medco, LLC | Delaware | |
Midwest Holdings, Inc. | Delaware | |
Healthtrust MOB, LLC | Delaware | |
Midwest Division - PFC, LLC | Delaware | |
Lakeland Medical Center, LLC | Delaware | |
Goppert-Trinity Family Care, LLC | Delaware |