Exhibit 5.1
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| | 601 Lexington Avenue New York, New York 10022 | | |
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| | (212) 446-4800 | | Facsimile: |
| | | | (212) 446-4900 |
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| | www.kirkland.com | | |
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| | May 23, 2012 | | |
Community Health Systems, Inc.
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, TN 37067
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as special counsel to Community Health Systems, Inc., a Delaware corporation (the “Parent”), CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), and each of the other guarantors listed on Schedule A hereto (the “Guarantors” and, together with the Parent and the Issuer, the “Registrants”), in connection with the preparation of the Registration Statement on Form S-3 (as such registration statement may be amended or supplemented, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) by the Registrants to register the following securities: senior and subordinated debt securities of the Parent and Issuer (collectively, the “Debt Securities”) and the guarantees thereof (the “Guarantees”); shares of common stock, $0.01 par value per share, of the Parent (the “Common Stock”); shares of preferred stock, $0.01 par value per share, of the Parent (the “Preferred Stock”); warrants of the Parent to purchase securities (the “Warrants”); and shares of Preferred Stock of the Parent represented by depositary shares, each of which will represent a fractional share or multiple shares of Preferred Stock (the “Depositary Shares”), all of which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion, we have assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), relating to the offered securities will have become effective under the Act; (b) a prospectus supplement (the “Prospectus Supplement”) to the Registration Statement will have been prepared and filed with the Commission describing the securities offered thereby; (c) all offered securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement; (d) a definitive purchase, underwriting, sales agency or similar agreement with respect to the offered securities will have been duly authorized and validly executed and delivered by the issuer of the securities and the other parties thereto; (e) any applicable indenture and indenture trustee will have been qualified under the Trust Indenture Act of 1939, as amended; and (f) that the Parent will receive at least par value for the any equity security issued.
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Hong Kong | | | London | | | | Los Angeles | | | | Munich | | | | New York | | | | Palo Alto | | | | San Francisco | | | | Washington, D.C. | |
Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter, we advise you that:
1. When the Debt Securities and the applicable indenture have been authorized by appropriate corporate authorization, the applicable indenture has been duly executed by the parties thereto, and the Debt Securities have been executed, authenticated and delivered in accordance with the applicable indenture against payment therefor, the Debt Securities will be validly issued and the Debt Securities will constitute binding obligations of the Parent or the Issuer, as applicable.
2. When the Guarantees and the applicable indenture have been authorized by appropriate corporate authorization, the applicable indenture has been duly executed by the parties thereto, and the Guarantees have been executed, authenticated and delivered in accordance with the applicable indenture against payment therefor, the Guarantees will be validly issued and will constitute binding obligations of such Guarantors.
3. When the Common Stock and/or the Preferred Stock have been duly authorized by appropriate corporate authorization and issued upon receipt of payment therefor, the Common Stock and/or Preferred Stock will be validly issued, fully paid, and non-assessable.
4. When the Warrants and the related warrant agreement have been duly authorized by appropriate corporate authorization, the warrant agreement has been duly executed by the parties thereto, and the Warrants have been executed, countersigned, and delivered in accordance with the warrant agreement against payment therefor, the Warrants will be validly issued and will constitute binding obligations of the Parent.
5. When the Depositary Shares and any Preferred Stock in the form of Depositary Shares have been duly authorized by appropriate corporate authorization, the Preferred Stock represented by the Depositary Shares has been duly delivered to the depositary under the applicable deposit agreement, and the depositary receipts evidencing the Depositary Shares have been executed, countersigned, and delivered in accordance with the deposit agreement against payment therefor, the Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the applicable depositary receipts and depositary agreement.
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any laws except the laws of the State of Illinois, the State of New York and the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware constitution and judicial decisions interpreting these laws.
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We did not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states. We undertake no responsibility to update or supplement this opinion in response to changes in law or future events or other circumstances. The opinion expressed herein concerns only the effect of the law (excluding the principles of conflicts of law) of the State of Illinois, the State of New York and the General Corporation Law of the State of Delaware.
This opinion is being furnished in accordance with the requirements of Item 601 of Regulation S-K promulgated under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is rendered solely for your benefit and may not be used, circulated, quoted relied upon or otherwise referred to by any other person for any other purpose without our prior written consent.
We have relied as to certain matters on information obtained from public officials, officers of the Parent, the Issuer, the Guarantors, and other sources.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion in the Registration Statement in the section “Legal Matters.” In giving this consent, we do not thereby admit that we are “experts” within the meaning of the Act.
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Very truly yours, |
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/s/ Kirkland & Ellis LLP |
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KIRKLAND & ELLIS LLP |
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Schedule A
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Abilene Hospital, LLC | | DE |
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Abilene Merger, LLC | | DE |
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Affinity Health Systems, LLC | | DE |
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Affinity Hospital, LLC | | DE |
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Anna Hospital Corporation | | IL |
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Berwick Hospital Company, LLC | | DE |
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Big Bend Hospital Corporation | | TX |
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Big Spring Hospital Corporation | | TX |
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Birmingham Holdings II, LLC | | DE |
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Birmingham Holdings, LLC | | DE |
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Bluefield Holdings, LLC | | DE |
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Bluefield Hospital Company, LLC | | DE |
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Blue Island Hospital Company, LLC | | DE |
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Blue Island Illinois Holdings, LLC | | DE |
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Bluffton Health System, LLC | | DE |
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Brownsville Hospital Corporation | | TN |
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Brownwood Hospital, L.P. | | DE |
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Brownwood Medical Center, LLC | | DE |
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Bullhead City Hospital Corporation | | AZ |
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Bullhead City Hospital Investment Corporation | | DE |
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Carlsbad Medical Center, LLC | | DE |
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Centre Hospital Corporation | | AL |
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CHHS Holdings, LLC | | DE |
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CHS Kentucky Holdings, LLC | | DE |
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CHS Pennsylvania Holdings, LLC | | DE |
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CHS Virginia Holdings, LLC | | DE |
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CHS Washington Holdings, LLC | | DE |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Clarksville Holdings, LLC | | DE |
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Cleveland Hospital Corporation | | TN |
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Cleveland Tennessee Hospital Company, LLC | | DE |
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Clinton Hospital Corporation | | PA |
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Coatesville Hospital Corporation | | PA |
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College Station Hospital, L.P. | | DE |
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College Station Medical Center, LLC | | DE |
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College Station Merger, LLC | | DE |
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Community GP Corp. | | DE |
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Community Health Investment Company, LLC | | DE |
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Community LP Corp. | | DE |
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CP Hospital GP, LLC | | DE |
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CPLP, LLC | | DE |
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Crestwood Hospital, LLC | | DE |
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Crestwood Hospital, LP, LLC | | DE |
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CSMC, LLC | | DE |
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CSRA Holdings, LLC | | DE |
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Deaconess Holdings, LLC | | DE |
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Deaconess Hospital Holdings, LLC | | DE |
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Deming Hospital Corporation | | NM |
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Desert Hospital Holdings, LLC | | DE |
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Detar Hospital, LLC | | DE |
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DHFW Holdings, LLC | | DE |
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DHSC, LLC | | DE |
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Dukes Health System, LLC | | DE |
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Dyersburg Hospital Corporation | | TN |
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Emporia Hospital Corporation | | VA |
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Evanston Hospital Corporation | | WY |
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Fallbrook Hospital Corporation | | DE |
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Foley Hospital Corporation | | AL |
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Forrest City Arkansas Hospital Company, LLC | | AR |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Forrest City Hospital Corporation | | AR |
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Fort Payne Hospital Corporation | | AL |
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Frankfort Health Partner, Inc. | | IN |
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Franklin Hospital Corporation | | VA |
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Gadsden Regional Medical Center, LLC | | DE |
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Galesburg Hospital Corporation | | IL |
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Granbury Hospital Corporation | | TX |
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Granite City Hospital Corporation | | IL |
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Granite City Illinois Hospital Company, LLC | | IL |
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Greenville Hospital Corporation | | AL |
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GRMC Holdings, LLC | | DE |
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Hallmark Healthcare Company, LLC | | DE |
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Hobbs Medco, LLC | | DE |
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Hospital of Barstow, Inc. | | DE |
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Hospital of Fulton, Inc. | | KY |
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Hospital of Louisa, Inc. | | KY |
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Hospital of Morristown, Inc. | | TN |
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Jackson Hospital Corporation (KY) | | KY |
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Jackson Hospital Corporation (TN) | | TN |
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Jourdanton Hospital Corporation | | TX |
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Kay County Hospital Corporation | | OK |
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Kay County Oklahoma Hospital Company, LLC | | OK |
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Kirksville Hospital Company, LLC | | DE |
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Lakeway Hospital Corporation | | TN |
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Lancaster Hospital Corporation | | DE |
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Las Cruces Medical Center, LLC | | DE |
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Lea Regional Hospital, LLC | | DE |
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Lexington Hospital Corporation | | TN |
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Longview Clinic Operations Company, LLC | | DE |
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Longview Medical Center, L.P. | | DE |
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Longview Merger, LLC | | DE |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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LRH, LLC | | DE |
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Lutheran Health Network of Indiana, LLC | | DE |
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Marion Hospital Corporation | | IL |
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Martin Hospital Corporation | | TN |
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Massillon Community Health System LLC | | DE |
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Massillon Health System LLC | | DE |
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Massillon Holdings, LLC | | DE |
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McKenzie Tennessee Hospital Company, LLC | | DE |
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McNairy Hospital Corporation | | TN |
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MCSA, L.L.C. | | AR |
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Medical Center of Brownwood, LLC | | DE |
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Merger Legacy Holdings, LLC | | DE |
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MMC of Nevada, LLC | | DE |
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Moberly Hospital Company, LLC | | DE |
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MWMC Holdings, LLC | | DE |
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Nanticoke Hospital Company, LLC | | DE |
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National Healthcare of Leesville, Inc. | | DE |
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National Healthcare of Mt. Vernon, Inc. | | DE |
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National Healthcare of Newport, Inc. | | DE |
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Navarro Hospital, L.P. | | DE |
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Navarro Regional, LLC | | DE |
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NC-DSH, LLC | | NV |
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Northampton Hospital Company, LLC | | DE |
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Northwest Hospital, LLC | | DE |
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NOV Holdings, LLC | | DE |
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NRH, LLC | | DE |
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Oak Hill Hospital Corporation | | WV |
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Oro Valley Hospital, LLC | | DE |
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Palmer-Wasilla Health System, LLC | | DE |
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Payson Hospital Corporation | | AZ |
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Peckville Hospital Company, LLC | | DE |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Pennsylvania Hospital Company, LLC | | DE |
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Phillips Hospital Corporation | | AR |
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Phoenixville Hospital Company, LLC | | DE |
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Pottstown Hospital Company, LLC | | DE |
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QHG Georgia Holdings II, LLC | | DE |
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QHG Georgia Holdings, Inc. | | GA |
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QHG Georgia, LP | | GA |
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QHG of Bluffton Company, LLC | | DE |
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QHG of Clinton County, Inc. | | IN |
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QHG of Enterprise, Inc. | | AL |
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QHG of Forrest County, Inc. | | MS |
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QHG of Fort Wayne Company, LLC | | DE |
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QHG of Hattiesburg, Inc. | | MS |
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QHG of Massillon, Inc. | | OH |
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QHG of South Carolina, Inc. | | SC |
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QHG of Spartanburg, Inc. | | SC |
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QHG of Springdale, Inc. | | AR |
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QHG of Warsaw Company, LLC | | DE |
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Quorum Health Resources, LLC | | DE |
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Red Bud Hospital Corporation | | IL |
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Red Bud Illinois Hospital Company, LLC | | IL |
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Regional Hospital of Longview, LLC | | DE |
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River Region Medical Corporation | | MS |
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Roswell Hospital Corporation | | NM |
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Ruston Hospital Corporation | | DE |
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Ruston Louisiana Hospital Company, LLC | | DE |
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SACMC, LLC | | DE |
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Salem Hospital Corporation | | NJ |
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San Angelo Community Medical Center, LLC | | DE |
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San Angelo Medical, LLC | | DE |
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San Miguel Hospital Corporation | | NM |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Scranton Holdings, LLC | | DE |
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Scranton Hospital Company, LLC | | DE |
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Scranton Quincy Holdings, LLC | | DE |
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Scranton Quincy Hospital Company, LLC | | DE |
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Shelbyville Hospital Corporation | | TN |
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Siloam Springs Arkansas Hospital Company, LLC | | DE |
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Siloam Springs Holdings, LLC | | DE |
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Southern Texas Medical Center, LLC | | DE |
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Spokane Valley Washington Hospital Company, LLC | | DE |
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Spokane Washington Hospital Company, LLC | | DE |
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Tennyson Holdings, LLC | | DE |
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Tomball Texas Holdings, LLC | | DE |
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Tomball Texas Hospital Company, LLC | | DE |
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Tooele Hospital Corporation | | UT |
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Triad Healthcare Corporation | | DE |
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Triad Holdings III, LLC | | DE |
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Triad Holdings IV, LLC | | DE |
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Triad Holdings V, LLC | | DE |
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Triad Nevada Holdings, LLC | | DE |
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Triad of Alabama, LLC | | DE |
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Triad of Oregon, LLC | | DE |
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Triad-ARMC, LLC | | DE |
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Triad-El Dorado, Inc. | | AR |
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Triad-Navarro Regional Hospital Subsidiary, LLC | | DE |
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Tunkhannock Hospital Company, LLC | | DE |
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VHC Medical, LLC | | DE |
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Vicksburg Healthcare, LLC | | DE |
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Victoria Hospital, LLC | | DE |
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Victoria of Texas, L.P. | | DE |
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Virginia Hospital Company, LLC | | VA |
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Warren Ohio Hospital Company, LLC | | DE |
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Guarantors | | Jurisdiction of Incorporation or Formation |
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Warren Ohio Rehab Hospital Company, LLC | | DE |
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Watsonville Hospital Corporation | | DE |
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Waukegan Hospital Corporation | | IL |
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Waukegan Illinois Hospital Company, LLC | | IL |
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Weatherford Hospital Corporation | | TX |
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Weatherford Texas Hospital Company, LLC | | TX |
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Webb Hospital Corporation | | DE |
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Webb Hospital Holdings, LLC | | DE |
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Wesley Health System, LLC | | DE |
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West Grove Hospital Company, LLC | | DE |
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WHMC, LLC | | DE |
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Wilkes-Barre Behavioral Hospital Company, LLC | | DE |
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Wilkes-Barre Holdings, LLC | | DE |
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