Exhibit 5.5
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
September 17, 2014
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
Ladies and Gentlemen:
We have acted as counsel to CHS/Community Health Systems, Inc. (the “Company”), Holdings (as defined below) and the Tennessee/Delaware Subsidiary Guarantors (as defined below), each organized and existing under the laws of the States of Tennessee or Delaware, as applicable, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,000,000,000 aggregate principal amount of the Company’s 5.125% senior secured notes due 2021 (the “Secured Exchange Notes”) that are to be general senior secured obligations of the Company and unconditionally guaranteed on a senior secured basis by Community Health Systems, Inc. (“Holdings”) and certain of the Company’s current and future domestic subsidiaries, including the Tennessee and Delaware entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Tennessee/Delaware Subsidiary Guarantors”), and $3,000,000,000 aggregate principal amount of the Company’s 6.875% senior unsecured notes due 2022 (the “Unsecured Exchange Notes,” and, together with the Secured Exchange Notes, the “Exchange Notes”) that are to be guaranteed on a senior unsecured basis by Holdings and certain of the Company’s current and future domestic subsidiaries, including the Tennessee/Delaware Subsidiary Guarantors. The Secured Exchange Notes are to be issued pursuant to an indenture, dated as of January 27, 2014, by and among FWCT-2 Escrow Corporation (“Escrow Corp”), the guarantors party thereto, Regions Bank, as trustee (the “Trustee”), and Credit Suisse AG, as collateral agent (the “Collateral Agent”), as supplemented by the Assumption Supplemental Indenture, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, the Trustee and the Collateral Agent, and as supplemented further by the Second Supplemental Indenture, dated as of June 30, 2014, by and among the Company, the guarantors party thereto, the Trustee and the Collateral Agent (collectively, the “Secured NotesIndenture”). The Unsecured Exchange Notes are to be issued pursuant to an indenture, dated as of January 27, 2014, by and among Escrow Corp, the guarantors party thereto and the Trustee, as supplemented by the Assumption Supplement Indenture, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, and the Trustee, and as supplemented further by the Second Supplemental Indenture, dated as of June 30, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Unsecured Notes Indenture,” and, together with the Secured Notes Indenture, the “Indentures”).
The Secured Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.125% senior secured notes due 2021 in accordance with the terms of a Registration Rights Agreement, dated as of January 27, 2014, by and among Escrow Corp and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), each as representative of the parties named therein as the Initial Purchasers, and the related Registration Rights Joinder, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, Merrill Lynch and Credit Suisse (collectively, the “Secured NotesRegistration Rights Agreement”). The Unsecured Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 6.875% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of January 27, 2014, by and among Escrow Corp and Merrill Lynch and Credit Suisse, each as representative of the parties named therein as the Initial Purchasers, and the related Registration Rights Joinder, dated as of January 27, 2014, by and among the Company, Holdings, the
September 17, 2014
Page 2
guarantors party thereto, Merrill Lynch and Credit Suisse (collectively, the “Unsecured Notes Registration Rights Agreement,” and, together with the Secured Notes Registration Rights Agreement, the “Registration Rights Agreements”).
In rendering our opinions herein, we have relied with respect to factual matters, upon the certificate with respect to various factual matters signed by an officer of each of the Company, Holdings and the Tennessee/Delaware Subsidiary Guarantors and dated the date of this opinion, and certificates of public officials referred to below. In addition, we have reviewed and relied upon such corporate or other organizational documents of the Company, Holdings and the Tennessee/Delaware Subsidiary Guarantors and such other records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:
(i) the Secured Notes Registration Rights Agreement;
(ii) the Unsecured Notes Registration Rights Agreement;
(iii) the Secured Notes Indenture;
(iv) the Unsecured Notes Indenture;
(v) the forms of Exchange Notes;
(vi) the Registration Statement; and
(vii) the prospectus contained within the Registration Statement (the “Prospectus”).
In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic copies, the legal capacity of all natural persons, and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto and (ii) have been duly authorized, executed and delivered by each party thereto (other than to the extent we render opinions below as to due authorization, execution and delivery by the Company, Holdings or the Tennessee/Delaware Subsidiary Guarantors).
Except as expressly set forth in this opinion letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the transactions contemplated by the Registration Statement.
The opinions expressed herein are limited in all respects to the laws of the State of Tennessee, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein, (ii) the bylaws, rules or regulations of the Financial Industry Regulatory Authority, Inc. or (iii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
We have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of the Company, Holdings or the Tennessee/Delaware Subsidiary Guarantors.
September 17, 2014
Page 3
With regard to our opinion in paragraph 1 below with respect to the Company’s, Holdings’ and the Tennessee/Delaware Subsidiary Guarantors’ good standing, we have based our opinions solely upon examination of the certificates of good standing issued by the Tennessee Secretary of State and the Delaware Secretary of State as of a recent date.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(1) Each of the Company, Holdings and the Tennessee/Delaware Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.
(2) The Company has the requisite corporate power under the laws of the State of Delaware to execute, deliver and perform its obligations under the Indentures and the Exchange Notes and to issue the Exchange Notes.
(3) The execution and delivery by the Company of the Indentures and the performance of its obligations thereunder, including the issuance of the Exchange Notes, have been duly authorized by the Company by all necessary corporate action under Delaware law.
(4) Each of Holdings and the Tennessee/Delaware Subsidiary Guarantors has the requisite corporate, limited liability company, or limited partnership power, as applicable, under Delaware or Tennessee law, as applicable, to execute, deliver and perform its obligations under the Indentures, including the guarantee of the Exchange Notes.
(5) The execution and delivery by each of Holdings and the Tennessee/Delaware Subsidiary Guarantors of the Indentures and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by each of Holdings and the Tennessee/Delaware Subsidiary Guarantors by all necessary corporate, limited liability company or limited partnership action under Delaware or Tennessee law, as applicable.
We express no opinion as to compliance with Section 48-16-401 of the Tennessee Business Corporation Act or Section 48-249-306 of the Tennessee Revised Limited Liability Company Act, as applicable, insofar as the incurrence of the obligations governed by the Indentures may be deemed to be a distribution by any Tennessee/Delaware Subsidiary Guarantor that is incorporated or formed in the State of Tennessee.
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of any changes in the facts or law relating to the matters covered by this opinion that may hereafter come to our attention.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, |
/s/ Bass, Berry & Sims PLC |
Schedule I
Tennessee/Delaware Subsidiary Guarantors
Name of Tennessee/Delaware Subsidiary Guarantor | State of Organization | |
Abilene Hospital, LLC | DE | |
Abilene Merger, LLC | DE | |
Affinity Health Systems, LLC | DE | |
Affinity Hospital, LLC | DE | |
Berwick Hospital Company, LLC | DE | |
Birmingham Holdings II, LLC | DE | |
Birmingham Holdings, LLC | DE | |
Blue Island Hospital Company, LLC | DE | |
Blue Island Illinois Holdings, LLC | DE | |
Bluefield Holdings, LLC | DE | |
Bluefield Hospital Company, LLC | DE | |
Bluffton Health System LLC | DE | |
Brownwood Hospital, L.P. | DE | |
Brownwood Medical Center, LLC | DE | |
Bullhead City Hospital Investment Corporation | DE | |
Carlsbad Medical Center, LLC | DE | |
Carolinas JV Holdings General, LLC | DE | |
Carolinas JV Holdings, L.P. | DE | |
Central Florida HMA Holdings, LLC | DE | |
Central States HMA Holdings, LLC | DE | |
CHHS Holdings, LLC | DE | |
CHS Kentucky Holdings, LLC | DE | |
CHS Pennsylvania Holdings, LLC | DE | |
CHS Virginia Holdings, LLC | DE | |
CHS Washington Holdings, LLC | DE | |
Clarksville Holdings II, LLC | DE | |
Clarksville Holdings, LLC | DE | |
Cleveland Tennessee Hospital Company, LLC | DE | |
College Station Hospital, L.P. | DE | |
College Station Medical Center, LLC | DE | |
College Station Merger, LLC | DE | |
Community GP Corp. | DE | |
Community Health Investment Company, LLC | DE | |
Community Health Systems, Inc. | DE | |
Community LP Corp. | DE | |
CP Hospital GP, LLC | DE | |
CPLP, LLC | DE |
Crestwood Hospital, LLC | DE | |
Crestwood Hospital, LP, LLC | DE | |
CSMC, LLC | DE | |
CSRA Holdings, LLC | DE | |
Deaconess Holdings, LLC | DE | |
Deaconess Hospital Holdings, LLC | DE | |
Desert Hospital Holdings, LLC | DE | |
Detar Hospital, LLC | DE | |
DHFW Holdings, LLC | DE | |
DHSC, LLC | DE | |
Dukes Health System, LLC | DE | |
Fallbrook Hospital Corporation | DE | |
Florida HMA Holdings, LLC | DE | |
Gadsden Regional Medical Center, LLC | DE | |
GRMC Holdings, LLC | DE | |
Hallmark Healthcare Company, LLC | DE | |
Health Management Associates, Inc. | DE | |
Health Management Associates, LP | DE | |
Health Management General Partner I, LLC | DE | |
Health Management General Partner, LLC | DE | |
HMA Hospitals Holdings, LP | DE | |
HMA Services GP, LLC | DE | |
Hobbs Medco, LLC | DE | |
Hospital of Barstow, Inc. | DE | |
Kirksville Hospital Company, LLC | DE | |
Lancaster Hospital Corporation | DE | |
Las Cruces Medical Center, LLC | DE | |
Lea Regional Hospital, LLC | DE | |
Lone Star HMA, L.P. | DE | |
Longview Clinic Operations Company, LLC | DE | |
Longview Medical Center, L.P. | DE | |
Longview Merger, LLC | DE | |
LRH, LLC | DE | |
Lutheran Health Network of Indiana, LLC | DE | |
Massillon Community Health System LLC | DE | |
Massillon Health System LLC | DE | |
Massillon Holdings, LLC | DE | |
McKenzie Tennessee Hospital Company, LLC | DE | |
Medical Center of Brownwood, LLC | DE | |
Merger Legacy Holdings, LLC | DE | |
Mesquite HMA General, LLC | DE | |
Mississippi HMA Holdings I, LLC | DE |
Mississippi HMA Holdings II, LLC | DE | |
MMC of Nevada, LLC | DE | |
Moberly Hospital Company, LLC | DE | |
MWMC Holdings, LLC | DE | |
Nanticoke Hospital Company, LLC | DE | |
National Healthcare of Leesville, Inc. | DE | |
National Healthcare of Mt. Vernon, Inc. | DE | |
National Healthcare of Newport, Inc. | DE | |
Navarro Hospital, L.P. | DE | |
Navarro Regional, LLC | DE | |
Northampton Hospital Company, LLC | DE | |
Northwest Arkansas Hospitals, LLC | DE | |
Northwest Hospital, LLC | DE | |
NOV Holdings, LLC | DE | |
NRH, LLC | DE | |
Oro Valley Hospital, LLC | DE | |
Palmer-Wasilla Health System, LLC | DE | |
Peckville Hospital Company, LLC | DE | |
Pennsylvania Hospital Company, LLC | DE | |
Phoenixville Hospital Company, LLC | DE | |
Pottstown Hospital Company, LLC | DE | |
QHG Georgia Holdings II, LLC | DE | |
QHG of Bluffton Company, LLC | DE | |
QHG of Fort Wayne Company, LLC | DE | |
QHG of Warsaw Company, LLC | DE | |
Quorum Health Resources, LLC | DE | |
Regional Hospital of Longview, LLC | DE | |
Ruston Hospital Corporation | DE | |
Ruston Louisiana Hospital Company, LLC | DE | |
SACMC, LLC | DE | |
San Angelo Community Medical Center, LLC | DE | |
San Angelo Medical, LLC | DE | |
Scranton Holdings, LLC | DE | |
Scranton Hospital Company, LLC | DE | |
Scranton Quincy Holdings, LLC | DE | |
Scranton Quincy Hospital Company, LLC | DE | |
Sharon Pennsylvania Holdings, LLC | DE | |
Sharon Pennsylvania Hospital Company, LLC | DE | |
Siloam Springs Arkansas Hospital Company, LLC | DE | |
Siloam Springs Holdings, LLC | DE | |
Southeast HMA Holdings, LLC | DE | |
Southern Texas Medical Center, LLC | DE |
Southwest Florida HMA Holdings, LLC | DE | |
Spokane Valley Washington Hospital Company, LLC | DE | |
Spokane Washington Hospital Company, LLC | DE | |
Tennessee HMA Holdings, LP | DE | |
Tennyson Holdings, LLC | DE | |
Tomball Texas Holdings, LLC | DE | |
Tomball Texas Hospital Company, LLC | DE | |
Triad Healthcare Corporation | DE | |
Triad Holdings III, LLC | DE | |
Triad Holdings IV, LLC | DE | |
Triad Holdings V, LLC | DE | |
Triad Nevada Holdings, LLC | DE | |
Triad of Alabama, LLC | DE | |
Triad of Oregon, LLC | DE | |
Triad-ARMC, LLC | DE | |
Triad-Navarro Regional Hospital Subsidiary, LLC | DE | |
Tunkhannock Hospital Company, LLC | DE | |
VHC Medical, LLC | DE | |
Vicksburg Healthcare, LLC | DE | |
Victoria Hospital, LLC | DE | |
Victoria of Texas, L.P. | DE | |
Warren Ohio Hospital Company, LLC | DE | |
Warren Ohio Rehab Hospital Company, LLC | DE | |
Watsonville Hospital Corporation | DE | |
Webb Hospital Corporation | DE | |
Webb Hospital Holdings, LLC | DE | |
Wesley Health System LLC | DE | |
West Grove Hospital Company, LLC | DE | |
WHMC, LLC | DE | |
Wilkes-Barre Behavioral Hospital Company, LLC | DE | |
Wilkes-Barre Holdings, LLC | DE | |
Wilkes-Barre Hospital Company, LLC | DE | |
Women & Children’s Hospital, LLC | DE | |
Woodland Heights Medical Center, LLC | DE | |
Woodward Health System, LLC | DE | |
York Pennsylvania Holdings, LLC | DE | |
York Pennsylvania Hospital Company, LLC | DE | |
Youngstown Ohio Hospital Company, LLC | DE | |
Brownsville Hospital Corporation | TN | |
Campbell County HMA, LLC | TN | |
Cleveland Hospital Corporation | TN | |
Cocke County HMA, LLC | TN |
Dyersburg Hospital Corporation | TN | |
HMA Fentress County General Hospital, LLC | TN | |
Hospital of Morristown, Inc. | TN | |
Jackson Hospital Corporation (TN) | TN | |
Jefferson County HMA, LLC | TN | |
Knoxville HMA Holdings, LLC | TN | |
Lakeway Hospital Corporation | TN | |
Lexington Hospital Corporation | TN | |
Martin Hospital Corporation | TN | |
McNairy Hospital Corporation | TN | |
Metro Knoxville HMA, LLC | TN | |
Shelbyville Hospital Corporation | TN |