Exhibit 5.1
Simpson Thacher & Bartlett llp
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
Facsimile (212) 455-2502
July 26, 2011
HCA Holdings, Inc.
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Ladies and Gentlemen:
We have acted as counsel to HCA Holdings, Inc., a Delaware corporation (“Holdings”), HCA Inc., a Delaware corporation (the “Company,” and collectively with Holdings, the “Issuers”), and the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Subsidiary Guarantors”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Issuers and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Issuers from time to time of debt securities (the “Debt Securities”) and the issuance by the Subsidiary Guarantors, Holdings, and/or the Company (collectively in such capacity, the “Guarantors”) of guarantees (the “Guarantees”) with respect to the Debt Securities.
The Debt Securities will be issued under supplemental indentures (the “Supplemental Indentures”) among an Issuer, one or more Guarantors, as applicable, and such trustee as shall be named therein (the “Trustee”), to indentures among an Issuer,
one or more Guarantors, as applicable, and the Trustee (the “Base Indentures” and, as amended and supplemented by the Supplemental Indentures, the “Indentures”).
We have examined the Registration Statement and the form of the Base Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such 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 Issuers and the Subsidiary 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, at the time of execution, authentication, issuance and delivery of the Debt Securities and any applicable Guarantees, (i) the Indentures, the Debt Securities and the Guarantees will have been duly authorized, executed and delivered by the applicable Issuers and the applicable Guarantors and (ii) the applicable Indenture will be the valid and legally binding obligation of the Trustee.
We have assumed further that, at the time of execution, authentication, issuance and delivery of the applicable Indenture (including any supplemental indenture thereto), Debt Securities and Guarantees, (1) each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”) will have duly authorized, executed and delivered such Indenture and Guarantees 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 applicable Indenture and 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 is 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 Issuers and the Guarantors of such Indenture, the Debt Securities and Guarantees will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Holdings or any of its subsidiaries is a party or by which Holdings or any of its subsidiaries is bound or to which any of the property or assets of Holdings 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. | | With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the applicable Issuer, a duly constituted and acting committee of such Board or duly authorized officers of such Issuer (such Board of Directors, committee or authorized officers being hereinafter referred to as the “Authorizing Party”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities in accordance with the Indenture, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Authorizing Party and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities issued by such Issuer will constitute valid and legally binding obligations of such Issuer enforceable against such Issuer in accordance with their terms. |
| |
| | 2. | | With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors (or a duly constituted and acting committee thereof), managing member, or general partner, as applicable, of each Guarantor, or duly authorized officers of each Guarantor (such Board of Directors (or committee thereof), managing member or general partner, as applicable, or authorized officer being referred to as a “Guarantor Authorized Party”), (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the applicable Guarantor Authorizing Party and otherwise in accordance with the provisions of |
| | | | the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors issuing such Guarantees, enforceable against such 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 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, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws of Delaware).
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 “Validity of the Securities” 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 |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Fairview Park, Limited Partnership | | GA |
| Frankfort Hospital, Inc. | | KY |
| 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 |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Northern Virginia Community Hospital, LLC | | VA |
| 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 |
| Hospital Development Properties, Inc. | | Delaware |
| HSS Holdco, LLC | | Delaware |
| HSS Systems VA, LLC | | Delaware |
| HSS Systems, LLC | | Delaware |
| HTI MOB, 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 |
| | | |
| | | Jurisdiction of |
| | | Incorporation or |
| Entity Name | | Formation |
| Midwest Division — MCI, LLC | | Delaware |
| 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 |
