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Filing tables
Filing exhibits
- S-4 Registration of securities issued in business combination transactions
- 3.6 EX-3.6 Articles of Incorporation of Abs Lincs Ky, Inc.
- 3.7 EX-3.7 Articles of Incorporation of Abs Lincs NJ, Inc.
- 3.8 EX-3.8 Articles of Incorporation of Abs Lincs Pa, Inc. As Amended
- 3.9 EX-3.9 Articles of Incorporation of Abs Lincs PR, Inc., As Amended
- 3.10 EX-3.10 Articles of Incorporation of Abs Lincs SC, Inc., As Amended
- 3.11 EX-3.11 Articles of Incorporation of Abs Lincs TN, Inc., As Amended
- 3.12 EX-3.12 Articles of Incorporation of Abs Lincs TX, Inc., As Amended
- 3.13 EX-3.13 Articles of Incorporation of Abs Lincs Va, Inc., As Amended
- 3.14 EX-3.14 Articles of Incorporation of Abs Lincs VI, Inc., As Amended
- 3.15 EX-3.15 Articles of Incorporation of Abs-first Step, Inc., As Amended
- 3.16 EX-3.16 Amended and Restated Articles of Incorporation of Alliance Health Center, Inc.
- 3.17 EX-3.17 Articles of Incorporation of Alternative Behavioral Services, Inc.
- 3.18 EX-3.18 Certificate of Incorporation of Behavioral Educational Services, Inc., As Amended
- 3.28 EX-3.28 Certificate of Incorporation of BHC Holdings, Inc., As Amended
- 3.38 EX-3.38 Articles of Incorporation of Brynn Marr Hospital, Inc.
- 3.39 EX-3.39 Certificate of Incorporation of Calvary Center, Inc., As Amended
- 3.41 EX-3.41 Certificate of Incorporation of Cedar Springs Hospital, Inc., As Amended
- 3.42 EX-3.42 Certificate of Incorporation of Compass Hospital, Inc.
- 3.43 EX-3.43 Articles of Incorporation of Crawford First Education, Inc., As Amended
- 3.44 EX-3.44 Articles of Incorporation of Employee Assistance Services, Inc.
- 3.45 EX-3.45 Amended and Restated Articles of Incorporation of FHCHS of Puerto Rico, Inc.
- 3.46 EX-3.46 Articles of Incorporation of First Corrections-puerto-rico, Inc.
- 3.47 EX-3.47 Articles of Incorporation of First Hospital Corporation of Nashville
- 3.48 EX-3.48 Articles of Incorporation of First Hospital Corporation of Virginia Beach
- 3.49 EX-3.49 Articles of Incorporation of First Hospital Panamericano, Inc., As Amended
- 3.55 EX-3.55 Articles of Incorporation of HHC Augusta, Inc.
- 3.56 EX-3.56 Articles of Incorporation of HHC Berkeley, Inc.
- 3.57 EX-3.57 Articles of Incorporation of HHC Conway Investment, Inc.
- 3.58 EX-3.58 Articles of Incorporation of HHC Cooper City, Inc.
- 3.59 EX-3.59 Certificate of Incorporation of HHC Delaware, Inc.
- 3.60 EX-3.60 Articles of Incorporation of HHC Focus Florida, Inc., As Amended
- 3.61 EX-3.61 Articles of Incorporation of HHC Indiana, Inc.
- 3.62 EX-3.62 Articles of Incorporation of HHC Oconee, Inc.
- 3.63 EX-3.63 Articles of Incorporation of HHC Ohio, Inc.
- 3.64 EX-3.64 Articles of Incorporation of HHC Poplar Springs, Inc.
- 3.65 EX-3.65 Articles of Incorporation of HHC River Park, Inc.
- 3.66 EX-3.66 Articles of Incorporation of HHC South Carolina, Inc.
- 3.67 EX-3.67 Articles of Incorporation of HHC ST. Simons, Inc.
- 3.68 EX-3.68 Articles of Incorporation of HHC Toledo, Inc.
- 3.69 EX-3.69 Charter of HMHM of Tennessee, Inc.
- 3.70 EX-3.70 Certificate of Incorporation of Horizon Behavioral Services, Inc., As Amended
- 3.71 EX-3.71 Certificate of Formation of Horizon Health Austin, Inc.
- 3.73 EX-3.73 Certificate of Incorporation of Horizon Health Hopital Serives, Inc.
- 3.74 EX-3.74 Certificate of Incorporation of Horizon Health Physical Rehabilitaion Services, Inc., As Amended
- 3.75 EX-3.75 Articles of Incorporation of Horizon Mental Health Management, Inc., As Amended
- 3.79 EX-3.79 Articles of Incorporation of Kids Behavioral Health of Utah, Inc., As Amended
- 3.80 EX-3.80 Certificate of Incorporation of Laurel Oaks Behavioral Health Center, Inc., As Amended
- 3.81 EX-3.81 Articles of Incorporation of Laurelwod Associates, Inc., As Amended
- 3.82 EX-3.82 Certificate of Incorporation of Mental Health Outcomes, Inc.
- 3.86 EX-3.86 Certificate of Incorporation of Mission Vista Behavioral Health Services, Inc., As Amended
- 3.87 EX-3.87 Charter of North Spring Behavioral Healthcare, Inc., As Amended
- 3.90 EX-3.90 Articles of Incorporation of Pride Institute, Inc., As Amended
- 3.93 EX-3.93 Articles of Incorporation of Psychmanagement Group, Inc.
- 3.96 EX-3.96 Articles of Incorporation of Riveredge Hospital, Inc., As Amended
- 3.97 EX-3.97 Certificate of Incorporation of Riveredge Hospital Holdings, Inc.
- 3.98 EX-3.98 Articles of Incorporation of Somerset, Incorporated
- 3.99 EX-3.99 Certificate of Incorporation of Springfield Hospital, Inc.
- 3.100 EX-3.100 Certificate of Incorporation of Summit Oaks Hospital, Inc., As Amended
- 3.101 EX-3.101 Certificate of Incorporation of Texas Hospital Holdings, Inc., As Amended
- 3.103 EX-3.103 Articles of Incorporation of the Pines Residential Treatment Center, Inc., As Amended
- 3.104 EX-3.104 Restated Articles of Incorporation of Three Rivers Spe Manager, Inc.
- 3.105 EX-3.105 Articles of Incorporation of Three Rivers Residential Treatment Midlands Campus, Inc., As Amended
- 3.109 EX-3.109 Articles of Incorporation of Windmoor Healthcare Inc.
- 3.110 EX-3.110 Certificate of Incorporation of Windmoor Healthcare of Pinellas Park, Inc., As Amended
- 3.113 EX-3.113 Articles of Organization of Abs Lincs, LLC
- 3.114 EX-3.114 Articles of Organization of Abs Lincs DC, LLC, As Amended
- 3.115 EX-3.115 Certificate of Formation of Alliance Crossings, LLC, As Amended
- 3.116 EX-3.116 Articles of Organization of Atlantic Shores Hospital, LLC
- 3.117 EX-3.117 Certificate of Formation of Behavioral Healthcare, LLC
- 3.124 EX-3.124 Articles of Organization of BHC Properties, LLC
- 3.125 EX-3.125 Articles of Organization of Collaborative Care, LLC
- 3.127 EX-3.127 Articles of Organization of Columbus Hospital Partners, LLC
- 3.128 EX-3.128 Articles of Organization of Cumberland Hospital, LLC
- 3.129 EX-3.129 Certificate of Formation of Diamond Grove Center, LLC
- 3.130 EX-3.130 Certificate of Formation of HHC Kingwood Investment, LLC
- 3.131 EX-3.131 Articles of Organization of HHC Services, LLC
- 3.132 EX-3.132 Certificate of Formation of Holly Hill Hopital, LLC
- 3.133 EX-3.133 Articles of Organization of Hughes Center, LLC
- 3.134 EX-3.134 Certificate of Formation of Indiana Psychiatric Institues, LLC
- 3.135 EX-3.135 Articles of Organization of Kingwood Pines Hospital, LLC, As Amended
- 3.136 EX-3.136 Articles of Organization of Lakeland Behavioral, LLC, As Amended
- 3.137 EX-3.137 Articles of Organization of Lebanon Hospital Partners, LLC
- 3.138 EX-3.138 Certificate of Formation of Liberty Point Behavioral Healthcare, LLC, As Amended
- 3.139 EX-3.139 Articles of Incorporation of Benchmark Behavioral Health System, Inc.
- 3.140 EX-3.140 Certificate of Formation of Northern Indiana Partners, LLC
- 3.141 EX-3.141 Certificate of Formation of Palmetto Behavioral Health Holdings, LLC
- 3.142 EX-3.142 Articles of Organization of Palmetto Behavioral Health Solutions, LLC
- 3.146 EX-3.146 Certificate of Formation of Peak Behavioral Health Services, LLC
- 3.147 EX-3.147 Certificate of Formation of Psychiatric Solutions Hospitals, LLC
- 3.148 EX-3.148 Certificate of Formation of Ramsay Managed Care, LLC
- 3.149 EX-3.149 Certificate of Formation of Red Rock Behavioral Health, LLC
- 3.150 EX-3.150 Certificate of Formation of Red Rock Solutions, LLC
- 3.151 EX-3.151 Articles of Organization of Rolling Hills Hospital, LLC
- 3.152 EX-3.152 Articles of Organization of Samson Properties, LLC
- 3.153 EX-3.153 Certificate of Formation of Shadow Moutaing Behavioral Health System, LLC
- 3.154 EX-3.154 Articles of Organization of SP Behavioral, LLC
- 3.155 EX-3.155 Articles of Organization of Sunstone Behavioral Health, LLC
- 3.156 EX-3.156 Articles of Organization of Texas Hospital Holdings, LLC, As Amended
- 3.157 EX-3.157 Articles of Organization of the National Deaf Academy, LLC
- 3.159 EX-3.159 Articles of Organization of Three Rivers Behavioral Health, LLC
- 3.160 EX-3.160 Articles of Organization of Three Rivers Healthcare Group, LLC
- 3.161 EX-3.161 Articles of Organization of Three Rivers Spe, LLC, As Amended
- 3.162 EX-3.162 Articles of Organization of Three Rivers Spe Holding, LLC, As Amended
- 3.163 EX-3.163 Articles of Organization of University Behavioral, LLC
- 3.165 EX-3.165 Articles of Organization of Valle Vista Hospital Partners, LLC
- 3.168 EX-3.168 Articles of Organization of Zeus Endeavors, LLC
- 3.174 EX-3.174 Certificate of Limited Partnership of Hickory Trail Hospital, L.P.
- 3.175 EX-3.175 Limited Partnership Agreement of Hickory Trail Hopital, L.P.
- 3.176 EX-3.176 Certificate of Limited Partnership of High Plains Behavioral Health, L.P.
- 3.177 EX-3.177 Limited Partnership Agreement of High Plains Behavioral Health, L.P.
- 3.182 EX-3.182 Certificate of Limited Partnership of SHC-KPH, LP, As Amended
- 3.183 EX-3.183 Amened and Restated Limited Partnership Agreement of SHC-KPH, LP
- 5.1 EX-5.1 Opinion of Waller Lansden Dortch & Davis, LLP
- 8.1 EX-8.1 Opinion of Waller Lansden Dortch & Davis, LLP
- 12.1 EX-12.1 Computation of Ratios of Earnings to Fixed Charges
- 21.1 EX-21.1 List of Subsidiaries
- 23.1 EX-23.1 Consent of Ernst & Young LLP
- 23.2 EX-23.2 Consent of Ernst & Young LLP
- 23.3 EX-23.3 Consent of Pricewaterhousecoopers LLP
- 23.4 EX-23.4 Consent of Pricewaterhousecoopers LLP
- 25.1 EX-25.1 Form T-1 Statement of Eligibility
- 99.1 EX-99.1 Form of Letter of Transmittal
- 99.2 EX-99.2 Form of Notice of Guaranteed Delivery
Kingwood Pines Hospital similar filings
- 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
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EXHIBIT 8.1
[Waller Lansden Dortch & Davis, LLP letterhead]
July 25, 2007
Psychiatric Solutions, Inc.
6640 Carothers Parkway, Suite 500
Franklin, TN 37067
6640 Carothers Parkway, Suite 500
Franklin, TN 37067
Ladies and Gentlemen:
We have acted as counsel to Psychiatric Solutions, Inc., a Delaware corporation (the “Company”), and the additional registrants as listed in the Registration Statement (as defined below), in connection with the offer to exchange up to $250,000,000 in aggregate principal amount of the Company’s 73/4% Senior Subordinated Notes due 2015 (the “Registered Notes”) pursuant to the exchange offer (the “Exchange Offer”). The terms of the Registered Notes and the Exchange Offer are described in a Registration Statement on Form S-4 of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission, which includes the prospectus of the Company (the “Prospectus”) relating to the Registered Notes and the Exchange Offer.
You have requested our opinion regarding certain United States federal income tax consequences of participating in the Exchange Offer for Registered Notes described in the Prospectus. In connection with our opinion, we have examined the Registration Statement and the Prospectus, each substantially in the form being filed with the Securities and Exchange Commission, and such other documents, and have examined such laws and regulations, as we have deemed necessary for purposes of this opinion. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the correctness of all factual representations made therein. We have further assumed that the final executed documents will be substantially the same as those which we have reviewed and that there are no agreements or understandings between or among the parties to the documents with respect to the transactions contemplated therein other than those contained in the documents. For purposes of this opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents.
This opinion is based on relevant provisions of the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, court decisions and administrative determinations as currently in effect, all of which are subject to change, prospectively or retroactively, at any time.
In accordance with the assumptions and limitations contained herein, we hereby confirm to you that, in our opinion, the discussion under the heading “Material U.S. Federal
Psychiatric Solutions, Inc.
July 25, 2007
Page 2
July 25, 2007
Page 2
Income Tax Considerations” in the Prospectus contained in the Registration Statement accurately describes the material United States federal income tax considerations associated with participating in the Exchange Offer for Registered Notes described in the Prospectus. There can be no assurances that any opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court.
This opinion is subject to the limitations and qualifications herein and is based on assumptions contained herein and the assumptions, facts and circumstances set forth in the Prospectus, which have been reviewed by us. Our opinion could change as a result of changes in: (i) facts and circumstances; (ii) the terms or the form of the documents reviewed by us; or (iii) existing statutory authority, administrative pronouncements or judicial authority subsequent to the date hereof. We undertake no obligation to update or supplement this opinion to reflect any such changes that may occur after the date hereof.
This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”). We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and all amendments thereto. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, LLP