Exhibit 5.1
July 11, 2014
LifePoint Hospitals, Inc.
330 Seven Springs Way
Brentwood, Tennessee 37027
Re: $1,100,000,000 Senior Notes due 2021
Ladies and Gentlemen:
We have acted as counsel to LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I (the “Delaware Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $1,100,000,000 aggregate principal amount of its 5.5% Senior Notes due 2021 (the “Exchange Notes”) for any and all of its outstanding 5.5% Senior Notes due 2021 (the “Old Notes”) pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission on July 11, 2014 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes were issued and the Exchange Notes are to be issued under the indenture dated as of December 6, 2013 (as amended or supplemented to the date hereof, the “Indenture”) among the Company, the Delaware Guarantors, the subsidiaries of the Company listed on Schedule II (the “Non-Delaware Guarantors,” and together with the Delaware Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The New Notes will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “Guarantees”).
We have examined such certificates of public officials and certificates of officers of the Company, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examination, we have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies, or as retrieved from the Securities and Exchange Commission’s EDGAR database. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established.
Our opinions set forth herein are limited to the laws of the State of New York and the General Corporation Law, Limited Liability Company Act and Revised Uniform Limited Partnership Act of the State of Delaware, and we do not express any opinion herein concerning any other laws. In making our examination of documents executed by parties other than the Company and the Delaware Guarantors, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. With respect to such matters in respect of the Non-Delaware Guarantors, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Waller Lansden Dortch & Davis, LLP, with respect to the Alabama, Florida, Tennessee and Texas Guarantors; (ii) Coppersmith Brockelman PLC, with respect to the Arizona Guarantors; (iii) Gordon & Rees, LLP, with respect to the Colorado Guarantors; (iv) Bingham Greenebaum Doll LLP, with respect to the Indiana Guarantors; (v) Polsinelli PC, with respect to the Kansas Guarantors; (vi) Hancock, Daniel, Johnson & Nagle, P.C., with respect to the Kentucky, Mississippi, Virginia and West Virginia Guarantors; (vii) Taylor Porter Brooks & Phillips, LLP, with respect to the Louisiana Guarantors; (viii) Plunkett Cooney, P.C., with respect to the Michigan Guarantors; (ix) Gordon Silver LLP, with respect to the Nevada Guarantors; (x) Lewis Roca Rothgerber LLP, with respect to the New Mexico Guarantors; (xi) Stoel Rives LLP, with respect to the Oregon and Washington Guarantors; and (xii) Stradley Ronon Stevens & Young, LLP, with respect to the Pennsylvania Guarantors.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Old Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, (a) the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (b) the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
The foregoing opinion as to enforceability of obligations of the Company and the Guarantors is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality).
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We express no opinions other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.
| Very truly yours, |
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| /s/ White & Case LLP |
MR:PM:JC
Schedule I
America Management Companies, LLC |
| Delaware |
AMG-Crockett, LLC |
| Delaware |
AMG-Hillside, LLC |
| Delaware |
AMG-Livingston, LLC |
| Delaware |
AMG-Logan, LLC |
| Delaware |
AMG-Southern Tennessee, LLC |
| Delaware |
AMG-Trinity, LLC |
| Delaware |
Andalusia Physician Practices, LLC |
| Delaware |
Ashland Physician Services, LLC |
| Delaware |
Ashley Valley Medical Center, LLC |
| Delaware |
Ashley Valley Physicians Practice, LLC |
| Delaware |
Athens Physicians Practice, LLC |
| Delaware |
Athens Regional Medical Center, LLC |
| Delaware |
Athens Surgery Center Partner |
| Delaware |
Barrow Medical Center, LLC |
| Delaware |
Bartow General Partner, LLC |
| Delaware |
Bartow Memorial Limited Partner, LLC |
| Delaware |
Bell JV, LLC |
| Delaware |
Bolivar Physician Practices, LLC |
| Delaware |
Bourbon Community Hospital, LLC |
| Delaware |
Bourbon Physician Practice, LLC |
| Delaware |
Castleview Hospital, LLC |
| Delaware |
Castleview Medical, LLC |
| Delaware |
Castleview Physician Practice, LLC |
| Delaware |
Clark Regional Physician Practices, LLC |
| Delaware |
Clinch Professional Physician Services, LLC |
| Delaware |
Colorado Plains Physician Practices, LLC |
| Delaware |
Community Medical, LLC |
| Delaware |
Community-Based Services, LLC |
| Delaware |
Crockett Hospital, LLC |
| Delaware |
Crockett PHO, LLC |
| Delaware |
Danville Diagnostic Imaging Center, LLC |
| Delaware |
Danville Physician Practices, LLC |
| Delaware |
Danville Regional Medical Center, LLC |
| Delaware |
Danville Regional Medical Center School of Health Professions, LLC |
| Delaware |
DLP Partner, LLC |
| Delaware |
DLP Partner Marquette, LLC |
| Delaware |
DLP Partner MedWest, LLC |
| Delaware |
DLP Partner Twin County, LLC |
| Delaware |
DLP Partner Wilson Rutherford, LLC |
| Delaware |
Fauquier Partner, LLC |
| Delaware |
Georgetown Community Hospital, LLC |
| Delaware |
Georgetown Rehabilitation, LLC |
| Delaware |
Guyan Valley Hospital, LLC |
| Delaware |
Halstead Hospital, LLC |
| Delaware |
HCK Logan Memorial, LLC |
| Delaware |
HDP Andalusia, LLC |
| Delaware |
HDP Georgetown, LLC |
| Delaware |
Hillside Hospital, LLC |
| Delaware |
Historic LifePoint Hospitals, Inc. |
| Delaware |
HRMC, LLC |
| Delaware |
HST Physician Practice, LLC |
| Delaware |
HTI Georgetown, LLC |
| Delaware |
HTI PineLake, LLC |
| Delaware |
HSC Manager, LLC |
| Delaware |
HSCGP, LLC |
| Delaware |
Integrated Physician Services, LLC |
| Delaware |
Kentucky Hospital, LLC |
| Delaware |
Kentucky Medserv, LLC |
| Delaware |
Kentucky MSO, LLC |
| Delaware |
Lake Cumberland Cardiology Associates, LLC |
| Delaware |
Lake Cumberland Physician Practices, LLC |
| Delaware |
Lake Cumberland Regional Hospital, LLC |
| Delaware |
Lake Cumberland Regional Physician Hospital Organization, LLC |
| Delaware |
Lakeland Community Hospital, LLC |
| Delaware |
Lakeland Physician Practices, LLC |
| Delaware |
Lamar Surgery Center, LP |
| Delaware |
Lander Valley Physician Practices, LLC |
| Delaware |
Las Cruces Cardiology Group, LLC |
| Delaware |
Las Cruces Endoscopy Partner, LLC |
| Delaware |
Las Cruces Physician Practices, LLC |
| Delaware |
LCMC MRI, LLC |
| Delaware |
LCMC PET, LLC |
| Delaware |
LHSC, LLC |
| Delaware |
LifePoint Acquisition Corp. |
| Delaware |
LifePoint Asset Management Company, Inc. |
| Delaware |
LifePoint Billing Services, LLC |
| Delaware |
LifePoint Corporate Services, General Partnership |
| Delaware |
LifePoint CSLP, LLC |
| Delaware |
LifePoint Holdings 2, LLC |
| Delaware |
LifePoint Holdings 3, Inc. |
| Delaware |
LifePoint Hospitals Holdings, Inc. |
| Delaware |
LifePoint of GAGP, LLC |
| Delaware |
LifePoint of Georgia, Limited Partnership |
| Delaware |
LifePoint of Kentucky, LLC |
| Delaware |
LifePoint of Lake Cumberland, LLC |
| Delaware |
LifePoint RC, Inc. |
| Delaware |
LifePoint VA Holdings, Inc. |
| Delaware |
LifePoint WV Holdings, Inc. |
| Delaware |
Livingston Regional Hospital, LLC |
| Delaware |
Logan General Hospital, LLC |
| Delaware |
Logan Healthcare Partner, LLC |
| Delaware |
Logan Medical, LLC |
| Delaware |
Logan Memorial Hospital, LLC |
| Delaware |
Logan Physician Practice, LLC |
| Delaware |
Los Alamos Physician Practices, LLC |
| Delaware |
Martinsville Physician Practices, LLC |
| Delaware |
Meadowview Physician Practice, LLC |
| Delaware |
Meadowview Regional Medical Center, LLC |
| Delaware |
Meadowview Rights, LLC |
| Delaware |
Memorial Prompt Care, LLC |
| Delaware |
Mercy Physician Practices, LLC |
| Delaware |
Minden Physician Practices, LLC |
| Delaware |
Northeastern Nevada Physician Practices, LLC |
| Delaware |
Northwest Medical Center — Winfield, LLC |
| Delaware |
Norton Partner, LLC |
| Delaware |
NWMC — Winfield Anesthesia Physicians, LLC |
| Delaware |
NWMC — Winfield Hospitalist Physicians, LLC |
| Delaware |
NWMC — Winfield Physician Practices, LLC |
| Delaware |
OmniPoint Surgical Associates, LLC |
| Delaware |
Opelousas Imaging Center Partner, LLC |
| Delaware |
Opelousas PET/CT Imaging Center, LLC |
| Delaware |
PHC Hospitals, LLC |
| Delaware |
PHC-Selma, LLC |
| Delaware |
PineLake Physician Practice, LLC |
| Delaware |
PineLake Regional Hospital, LLC |
| Delaware |
Poitras Practice, LLC |
| Delaware |
Portage Partner, LLC |
| Delaware |
PRHC-Alabama, LLC |
| Delaware |
Principal Knox, L.L.C. |
| Delaware |
Principal Knox, L.P. |
| Delaware |
Province Healthcare Company |
| Delaware |
Putnam Ambulatory Surgery Center, LLC |
| Delaware |
Putnam Community Medical Center, LLC |
| Delaware |
Putnam Physician Practices, LLC |
| Delaware |
R. Kendall Brown Practice, LLC |
| Delaware |
River Parishes Holdings, LLC |
| Delaware |
River Parishes Hospital, LLC |
| Delaware |
River Parishes Partner, LLC |
| Delaware |
River Parishes Physician Practices, LLC |
| Delaware |
Riverton Memorial Hospital, LLC |
| Delaware |
Riverton Oncology Practice, LLC |
| Delaware |
Riverton Physician Practices, LLC |
| Delaware |
Riverview Medical Center, LLC |
| Delaware |
Riverview Physician Practices, LLC |
| Delaware |
Russellville Hospital, LLC |
| Delaware |
Russellville Physician Practices, LLC |
| Delaware |
Select Healthcare, LLC |
| Delaware |
Selma Diagnostic Imaging, LLC |
| Delaware |
Siletchnik Practice, LLC |
| Delaware |
Smith County Memorial Hospital, LLC |
| Delaware |
Somerset Surgery Partner, LLC |
| Delaware |
Southern Tennessee EMS, LLC |
| Delaware |
Southern Tennessee Medical Center, LLC |
| Delaware |
Southern Tennessee PHO, LLC |
| Delaware |
Spring View Hospital, LLC |
| Delaware |
Spring View Physician Practices, LLC |
| Delaware |
Springhill Medical Center, LLC |
| Delaware |
Starke Physician Practices, LLC |
| Delaware |
Sumner Physician Practices, LLC |
| Delaware |
Sumner Real Estate Holdings, LLC |
| Delaware |
Sumner Regional Medical Center, LLC |
| Delaware |
The MRI Center of Northwest Alabama, LLC |
| Delaware |
THM Physician Practice, LLC |
| Delaware |
Trousdale Medical Center, LLC |
| Delaware |
Trousdale Physician Practices, LLC |
| Delaware |
Valley View Physician Practices, LLC |
| Delaware |
Vaughan Physician Practices, LLC |
| Delaware |
Ville Platte Medical Center, LLC |
| Delaware |
Western Plains Physician Practices, LLC |
| Delaware |
Western Plains Regional Hospital, LLC |
| Delaware |
Woodford Hospital, LLC |
| Delaware |
Wythe County Community Hospital, LLC |
| Delaware |
Wythe County Physician Practices, LLC |
| Delaware |
Schedule II
Acquisition Bell Hospital, LLC |
| Michigan |
Bartow Healthcare System, Ltd. |
| Florida |
Bell Physician Practices, Inc. |
| Michigan |
Brim Hospitals, Inc. |
| Oregon |
Buffalo Trace Radiation Oncology Associates, LLC |
| Kentucky |
Care Health Company, Inc. |
| Washington |
Clinch Valley Medical Center, Inc. |
| Virginia |
Clinch Valley Physicians Associates, LLC |
| Virginia |
Clinch Valley Pulmonology, LLC |
| Virginia |
Clinch Valley Urology, LLC |
| Virginia |
Community Hospital of Andalusia, Inc. |
| Alabama |
Dodge City Healthcare Group, LLC |
| Kansas |
Dodge City Healthcare Partner, Inc. |
| Kansas |
Kansas Healthcare Management Company, Inc. |
| Kansas |
Kansas Healthcare Management Services, LLC |
| Kansas |
Kentucky Physician Services, Inc. |
| Kentucky |
LifePoint Medical Group — Hillside, Inc. |
| Tennessee |
Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC |
| Virginia |
Mexia Principal Healthcare Limited Partnership |
| Texas |
Mexia-Principal, Inc. |
| Texas |
Orthopedics of Southwest Virginia, LLC |
| Virginia |
Palestine Principal Healthcare Limited Partnership |
| Texas |
Palestine-Principal G.P., Inc. |
| Texas |
PHC-Ashland, L.P. |
| Pennsylvania |
PHC-Aviation, Inc. |
| Tennessee |
PHC-Belle Glade, Inc. |
| Florida |
PHC-Charlestown, L.P. |
| Indiana |
PHC-Cleveland, Inc. |
| Mississippi |
PHC-Doctors’ Hospital, Inc. |
| Louisiana |
PHC-Elko, Inc. |
| Nevada |
PHC-Fort Mohave, Inc. |
| Arizona |
PHC-Fort Morgan, Inc. |
| Colorado |
PHC-Indiana, Inc. |
| Indiana |
PHC-Knox, Inc. |
| Nevada |
PHC-Lake Havasu, Inc. |
| Arizona |
PHC-Lakewood, Inc. |
| Louisiana |
PHC-Las Cruces, Inc. |
| New Mexico |
PHC-Los Alamos, Inc |
| New Mexico |
PHC-Louisiana, Inc. |
| Louisiana |
PHC-Martinsville, Inc. |
| Virginia |
PHC-Minden G.P., Inc. |
| Louisiana |
PHC-Minden, L.P. |
| Louisiana |
PHC-Morgan City, L.P. |
| Louisiana |
PHC-Morgan Lake, Inc. |
| Louisiana |
PHC-Opelousas, L.P. |
| Louisiana |
PHC-Palestine, Inc. |
| Nevada |
PHC-Tennessee, Inc. |
| Tennessee |
PRHC-Ennis G.P., Inc. |
| Texas |
PRHC-Ennis, L.P. |
| Texas |
Principal Hospital Company of Nevada, Inc. |
| Nevada |
Principal-Needles, Inc. |
| Tennessee |
Raleigh General Hospital, LLC |
| West Virginia |
SST Community Health, L.L.C. |
| Tennessee |
Texas Specialty Physicians |
| Texas |
West Virginia Management Services Organization, Inc. |
| West Virginia |
Zone, Incorporated |
| West Virginia |