- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.4 Certificate of Formation As Amended
- 3.5 Amended and Restated LTD Liability Company Agreement
- 3.6 Articles of Organization As Amended
- 3.7 Amended and Restated Operating Agreement
- 3.8 Certificate of Formation As Amended
- 3.9 Amended and Restated LTD Liability Company Agreement
- 3.10 Certificate of Formation As Amended
- 3.11 Amended and Restated LTD Liability Company Agreement
- 3.12 Articles of Organization
- 3.13 Operating Agreement
- 3.14 Articles of Organization
- 3.15 Operating Agreement
- 3.16 Articles of Organization
- 3.17 Operating Agreement
- 3.18 Articles of Organization
- 3.19 Operating Agreement
- 3.20 Articles of Organization
- 3.21 Operating Agreement
- 3.22 Articles of Organization
- 3.23 Operating Agreement
- 3.24 Articles of Organization
- 3.25 Operating Agreement
- 3.26 Articles of Organization
- 3.27 Operating Agreement
- 3.28 Certificate of Organization As Amended
- 3.29 Second Amended and Restated Operating Agreement
- 3.30 Certificate of Formation
- 3.31 Limited Liability Company Agreement
- 3.32 Certificate of Limited Partnership
- 3.33 Limited Partnership Agreement
- 3.34 Certificate of Formation
- 3.35 Limited Liability Company Agreement
- 3.36 Certificate of Formation
- 3.37 Limited Liability Company Agreement
- 3.38 Articles of Organization As Amended
- 3.39 Amended and Restated Operating Agreement
- 3.40 Articles of Organization As Amended
- 3.41 Amended and Restated Operating Agreement
- 3.42 Certificate of Formation As Amended
- 3.43 Amended and Restated LTD Liability Company Agreement
- 3.44 Certificate of Formation
- 3.45 Limited Liability Company Agreement
- 3.46 Articles of Organization
- 3.47 Operating Agreement
- 3.48 Articles of Organization As Amended
- 3.49 Amended and Restated Operating Agreement
- 3.50 Certificate of Formation
- 3.51 Limited Liability Company Agreement
- 3.52 Certificate of Formation
- 3.53 Operating Agreement
- 3.54 Articles of Organization As Amended
- 3.55 Amended and Restated Operating Agreement
- 3.56 Certificate of Formation
- 3.57 Limited Liability Company Agreement
- 3.58 Articles of Organization As Amended
- 3.59 Amended and Restated Operating Agreement
- 3.60 Articles of Incorporation As Amended
- 3.61 Amended and Restated By-laws
- 3.62 Certificate of Formation As Amended
- 3.63 Amended and Restated Operating Company Agreement
- 3.64 Articles of Organization As Amended
- 3.65 Amended and Restated Operating Agreement
- 3.66 Articles of Organization As Amended
- 3.67 Amended and Restated Operating Agreement
- 3.68 Articles of Organization As Amended
- 3.69 Amended and Restated Operating Agreement
- 3.70 Certificate of Limited Partnership As Amended
- 3.71 Agreement of Limited Partnership
- 3.72 Certificate of Formation As Amended
- 3.73 Amended and Restated LTD Liability Company Agreement
- 3.74 Articles of Organization
- 3.75 Operating Agreement
- 3.76 Certificate of Formation As Amended
- 3.77 Limited Liability Company Agreement
- 3.78 Certificate of Formation
- 3.79 Limited Liability Company Agreement
- 3.80 Certificate of Formation
- 3.81 Limited Liability Company Agreement
- 3.82 Articles of Organization As Amended
- 3.83 Amended and Restated Operating Agreement
- 3.84 Articles of Organization As Amended
- 3.85 Amended and Restated Operating Agreement
- 3.86 Articles of Organization As Amended
- 3.87 Second Amended and Restated Operating Agreement
- 3.88 Articles of Organization As Amended
- 3.89 Amended and Restated Operating Agreement
- 3.90 Articles of Organization As Amended
- 3.91 Amended and Restated Operating Agreement
- 3.92 Certificate of Formation As Amended
- 3.93 Amended and Restated LTD Liability Company Agreement
- 3.94 Articles of Organization
- 3.95 Operating Agreement
- 3.96 Certificate of Formation As Amended
- 3.97 Limited Liability Company Agreement
- 3.98 Articles of Organization As Amended
- 3.99 Amended and Restated Operating Agreement
- 3.100 Articles of Organization As Amended
- 3.101 Amended and Restated Operating Agreement
- 3.102 Certificate of Formation
- 3.103 Limited Liability Company Agreement
- 3.104 Certificate of Formation
- 3.105 Limited Liability Company Agreement
- 3.106 Articles of Organizaton As Amended
- 3.107 Amended and Restated Operating Agreement
- 3.108 Articles of Organization As Amended
- 3.109 Amended and Restated Operating Agreement
- 3.110 Articles of Organization As Amended
- 3.111 Amended and Restated Operating Agreement
- 3.112 Certificate of Formation As Amended
- 3.113 Second Amended and Restated Operating Agreement
- 4.14 Supplemental Indenture
- 4.15 Second Supplemental Indenture
- 4.16 Third Supplemental Indenture
- 4.17 Acknowledgment and Release
- 5.1 Opinion
- 5.2 Opinion
- 5.3 Opinion
- 5.4 Opinion
- 5.5 Opinion
- 5.6 Opinion
- 5.7 Opinion
- 5.8 Opinion
- 5.9 Opinion
- 5.10 Opinion
- 5.11 Opinion
- 12.1 Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25.1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Notice of Guarantee
- 99.3 Form of Participants Letter
- 99.4 Form of Beneficial Holders Letter
Exhibit 5.6
August 10, 2012
Health Management Associates, Inc.
Board of Directors
5811 Pelican Bay Blvd., Suite 500
Naples, Florida 34108
Re: Health Management Associates, Inc. 7.375% Senior Notes due 2020
Ladies and Gentlemen:
This Opinion Letter is delivered at the request of Hamlet H.M.A., LLC and Statesville HMA, LLC, each a North Carolina limited liability company (each a“North Carolina Guarantor” and together the“North Carolina Guarantors”) and each a subsidiary of Health Management Associates, Inc., a Delaware corporation (“Health Management”), in connection with the Registration Statement on Form S-4 (the“Registration Statement”) to be filed by Health Management and the Guarantors (as defined below) with the Securities and Exchange Commission (the“Commission”) under the Securities Act of 1933, as amended (the“Securities Act”), relating to the issuance by Health Management of $875.0 million aggregate principal amount of 7.375% Senior Notes due 2020 (the“Exchange Notes”) and the guarantees (the“Guarantees”) by the Guarantors of Health Management’s obligations under the Exchange Notes. (The Guarantees by the North Carolina Guarantors are hereinafter referred to as the North Carolina Guarantees.) The Exchange Notes will be issued under an indenture dated as of November 18, 2011 (the“Indenture”) among U.S. Bank National Association, as trustee (the“Trustee”), Health Management and the guarantors listed on the signature pages thereto (the“Guarantors”). The Exchange Notes will be offered by Health Management in exchange (the“Exchange Offer”) for $875.0 million aggregate principal amount of its outstanding 7.375% Senior Notes due 2020 (the“Private Notes”).
This Opinion Letter is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion set forth herein, we have reviewed:
(1) the Articles of Organization of each of the North Carolina Guarantors, as amended to date;
(2) the Operating Agreements of each of the North Carolina Guarantors, as amended to date;
(3) the Certificates of Existence for each of the North Carolina Guarantors, each dated as of August 3, 2012 (the“Certificates of Existence”);
Parker Poe Adams & BernsteinLLP Attorneys and Counselors at Law Three Wachovia Center 401 South Tryon Street Suite 3000 Charlotte, NC 28202 t 704.372.9000 f 704.334.4706 www.parkerpoe.com
Health Management Associates, Inc.
Board of Directors
August 10, 2012
Page 2
(4) the Joint Consents of the Sole Members and the Managers of each North Carolina Guarantor, each dated as of November 8, 2011;
(5) the Unanimous Written Consent of the Directors, Managers and General Partners of the Guarantors, dated as of July 31, 2012;
(6) the Registration Statement;
(7) an executed copy of the Registration Rights Agreement, dated as of November 18, 2011, by and among Health Management, the Guarantors and the Initial Purchasers named therein (the“Registration Rights Agreement”);
(8) an executed copy of the Indenture;
(9) the form of the Exchange Notes; and
(10) the form of the Guarantees.
We have reviewed such documents and considered such matters of law and fact as we, in our professional judgment, have deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of Health Management and the North Carolina Guarantors without investigation or analysis of any underlying data contained therein.
The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina, and no opinion is expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the North Carolina Guarantors, the Exchange Offer or both.
Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that:
(1) Based solely upon the applicable Certificates of Existence, each North Carolina Guarantor is a limited liability company in existence under the laws of the State of North Carolina;
(2) Each North Carolina Guarantor has the requisite limited liability company power and authority to execute and deliver and to perform its obligations under the Indenture; and
(3) Each North Carolina Guarantor has taken all necessary limited liability company action to duly authorize the execution, delivery and performance of the Indenture.
Health Management Associates, Inc.
Board of Directors
August 10, 2012
Page 3
Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included 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/ PARKER POE ADAMS & BERNSTEIN LLP |
Parker Poe Adams & Bernstein LLP |
RLS/ajs