- 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
- 3.13 EX-3.13
- 3.14 EX-3.14
- 3.15 EX-3.15
- 3.16 EX-3.16
- 3.17 EX-3.17
- 3.18 EX-3.18
- 3.19 EX-3.19
- 3.20 EX-3.20
- 3.21 EX-3.21
- 3.22 EX-3.22
- 3.23 EX-3.23
- 3.24 EX-3.24
- 3.25 EX-3.25
- 3.26 EX-3.26
- 3.27 EX-3.27
- 3.28 EX-3.28
- 3.29 EX-3.29
- 3.30 EX-3.30
- 3.33 EX-3.33
- 3.34 EX-3.34
- 3.35 EX-3.35
- 3.36 EX-3.36
- 3.37 EX-3.37
- 3.38 EX-3.38
- 3.41 EX-3.41
- 3.42 EX-3.42
- 3.45 EX-3.45
- 3.46 EX-3.46
- 3.47 EX-3.47
- 3.48 EX-3.48
- 3.49 EX-3.49
- 3.50 EX-3.50
- 3.51 EX-3.51
- 3.52 EX-3.52
- 3.53 EX-3.53
- 3.54 EX-3.54
- 3.55 EX-3.55
- 3.56 EX-3.56
- 3.57 EX-3.57
- 3.60 EX-3.60
- 3.61 EX-3.61
- 3.62 EX-3.62
- 3.63 EX-3.63
- 3.64 EX-3.64
- 3.65 EX-3.65
- 3.68 EX-3.68
- 3.69 EX-3.69
- 3.70 EX-3.70
- 3.71 EX-3.71
- 3.72 EX-3.72
- 3.73 EX-3.73
- 3.74 EX-3.74
- 3.75 EX-3.75
- 3.76 EX-3.76
- 3.77 EX-3.77
- 3.78 EX-3.78
- 3.79 EX-3.79
- 3.80 EX-3.80
- 3.81 EX-3.81
- 3.82 EX-3.82
- 3.83 EX-3.83
- 3.84 EX-3.84
- 3.85 EX-3.85
- 3.86 EX-3.86
- 3.87 EX-3.87
- 3.88 EX-3.88
- 3.89 EX-3.89
- 3.98 EX-3.98
- 3.99 EX-3.99
- 3.100 EX-3.100
- 3.101 EX-3.101
- 3.102 EX-3.102
- 3.103 EX-3.103
- 3.104 EX-3.104
- 3.105 EX-3.105
- 3.106 EX-3.106
- 3.110 EX-3.110
- 3.111 EX-3.111
- 3.112 EX-3.112
- 3.113 EX-3.113
- 3.114 EX-3.114
- 3.115 EX-3.115
- 3.120 EX-3.120
- 3.121 EX-3.121
- 3.122 EX-3.122
- 3.123 EX-3.123
- 3.124 EX-3.124
- 3.125 EX-3.125
- 3.130 EX-3.130
- 3.131 EX-3.131
- 3.132 EX-3.132
- 3.133 EX-3.133
- 3.134 EX-3.134
- 3.135 EX-3.135
- 3.138 EX-3.138
- 3.139 EX-3.139
- 3.140 EX-3.140
- 3.147 EX-3.147
- 3.148 EX-3.148
- 3.149 EX-3.149
- 3.150 EX-3.150
- 3.165 EX-3.165
- 3.166 EX-3.166
- 3.177 EX-3.177
- 3.178 EX-3.178
- 3.187 EX-3.187
- 3.188 EX-3.188
- 3.189 EX-3.189
- 3.194 EX-3.194
- 3.195 EX-3.195
- 3.196 EX-3.196
- 3.197 EX-3.197
- 3.198 EX-3.198
- 3.199 EX-3.199
- 3.200 EX-3.200
- 3.201 EX-3.201
- 3.204 EX-3.204
- 3.205 EX-3.205
- 3.210 EX-3.210
- 3.211 EX-3.211
- 3.214 EX-3.214
- 3.215 EX-3.215
- 3.216 EX-3.216
- 3.217 EX-3.217
- 3.224 EX-3.224
- 3.225 EX-3.225
- 3.232 EX-3.232
- 3.233 EX-3.233
- 3.234 EX-3.234
- 3.235 EX-3.235
- 3.242 EX-3.242
- 3.243 EX-3.243
- 3.244 EX-3.244
- 3.245 EX-3.245
- 3.248 EX-3.248
- 3.249 EX-3.249
- 3.250 EX-3.250
- 3.251 EX-3.251
- 3.252 EX-3.252
- 3.253 EX-3.253
- 3.256 EX-3.256
- 3.257 EX-3.257
- 3.258 EX-3.258
- 3.259 EX-3.259
- 3.260 EX-3.260
- 3.261 EX-3.261
- 3.262 EX-3.262
- 3.263 EX-3.263
- 3.264 EX-3.264
- 3.265 EX-3.265
- 3.266 EX-3.266
- 3.267 EX-3.267
- 3.270 EX-3.270
- 3.271 EX-3.271
- 5.1 EX-5.1
- 5.2 EX-5.2
- 5.3 EX-5.3
- 5.4 EX-5.4
- 5.5 EX-5.5
- 5.6 EX-5.6
- 5.7 EX-5.7
- 5.8 EX-5.8
- 5.9 EX-5.9
- 5.10 EX-5.10
- 5.11 EX-5.11
- 5.12 EX-5.12
- 5.13 EX-5.13
- 5.14 EX-5.14
- 5.15 EX-5.15
- 5.16 EX-5.16
- 5.17 EX-5.17
- 5.18 EX-5.18
- 5.19 EX-5.19
- 12.1 EX-12.1
- 21.1 EX-21.1
- 23.20 EX-23.20
- 23.21 EX-23.21
- 23.22 EX-23.22
- 23.23 EX-23.23
- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- 20 May 16 Registration of securities issued in business combination transactions
- 9 Oct 15 Registration of securities issued in business combination transactions
- 2 Jul 15 Registration of securities issued in business combination transactions
- 8 Aug 14 Registration of securities issued in business combination transactions
- 6 Mar 14 Registration of securities issued in business combination transactions
Exhibit 5.14
[Letterhead of McAfee & Taft A Professional Corporation]
July 2, 2015
Rolling Hills Hospital, LLC
6100 Tower Circle, Suite 1000
Franklin, TN 37067
Ladies and Gentlemen:
We have acted solely as Oklahoma counsel to Rolling Hills Hospital, LLC, an Oklahoma limited liability company and successor by conversion to Rolling Hills Hospital, Inc., an Oklahoma corporation, in connection with the proposed guarantee from Rolling Hills Hospital, LLC (the “Guarantee”), along with the other guarantors, under the Indenture (as hereinafter defined) of $375,000,000 in aggregate principal amount of 5.625% Senior Notes due 2023 (the “Exchange Notes”) to be issued by Acadia Healthcare Company, Inc., a Delaware corporation (“Acadia”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (the “Registration Statement”), being filed with the Securities and Exchange Commission (the “Commission”) on or about July 2, 2015, under the Securities Act of 1933 (the “Securities Act”). The obligations of Acadia under the Exchange Notes will be guaranteed by Rolling Hills Hospital, LLC, along with other guarantors. The Exchange Notes and the Guarantee are to be issued pursuant to the Indenture.
Documents Reviewed
We have reviewed the following documents:
(i) | Indenture, dated as of February 11, 2015, among the Acadia, the guarantors named therein, and U.S. Bank National Association, as trustee (the “Indenture”); |
(ii) | Registration Statement; |
(iii) | Registration Rights Agreement dated as of February 11, 2015, among Acadia, Rolling Hills Hospital, LLC, the other guarantors party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Jefferies LLC; |
(iv) | Articles of Organization and Certificate of Conversion of Rolling Hills Hospital, LLC. as certified by the Oklahoma Secretary of State on January 8, 2015; |
(v) | Certificate of Good Standing for Rolling Hills Hospital, LLC issued by the Oklahoma Secretary of State on June 18, 2015; |
(vi) | Operating Agreement of Rolling Hills Hospital, LLC as certified by the Secretary of Rolling Hills Hospital, LLC as of July 2, 2015; |
(vii) | Resolutions of the sole member of Rolling Hills Hospital, LLC as certified by the Secretary of Rolling Hills Hospital, LLC as of July 2, 2015; and |
(viii) | Secretary’s Certificate of the Guarantors dated as of July 2, 2015. |
Opinions
Based upon the foregoing, it is our opinion that:
1. Rolling Hills Hospital, LLC is validly existing as a limited liability company in good standing under the laws of the State of Oklahoma.
2. Rolling Hills Hospital, LLC has the requisite limited liability company power and authority to execute, deliver, and perform its obligations under the Indenture and Guarantee.
3. The execution, delivery, and performance of the Indenture and Guarantee have been duly and validly authorized by Rolling Hills Hospital, LLC.
4. Rolling Hills Hospital, LLC has duly executed and delivered the Indenture.
5. The execution, delivery, and performance of the Indenture and Guarantee by Rolling Hills Hospital, LLC: (i) will not violate the Articles of Organization or Operating Agreement of Rolling Hills Hospital, LLC, (ii) are not prohibited by applicable provisions of statutes or regulations duly enacted or promulgated by the State of Oklahoma (“Statutes or Regulations”) and do not subject Rolling Hills Hospital, LLC to a fine, penalty, or any other similar sanctions under Statutes or Regulations, and (iii) do not require any filing or registration by Rolling Hills Hospital, LLC with, or approval, consent, or authorization of, any governmental authority under any Statutes or Regulations.
Qualifications, Limitations, Assumptions, and Exceptions
The opinions in this letter are subject to the following qualifications, limitations, assumptions, and exceptions:
(a) The opinion in 1 above is based solely on our review of the documents described in (iv) and (v) above.
(b) We have not made any investigation of factual matters or the accuracy or completeness of any representation, warranty, any other information, whether written or oral, that may have been made by or on behalf of the parties to any of the documents described in this letter or otherwise, and we have assumed that none of such information, if any, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they are made, not misleading.
(c) We have assumed:
(i) | The genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies; |
2
(ii) | The terms of the Guarantee will be identical in all material respects to the terms provided in § 10.1 of the Indenture; and |
(iii) | Rolling Hills Hospital, LLC has physically delivered the executed Indenture without condition and with the intention to be immediately bound by it. |
(d) This opinion is based only on the laws of the State of Oklahoma. We express no opinion about the laws of any other state or jurisdiction.
(e) We have not been involved in the negotiation, preparation, or execution of the Registration Statement, Indenture, Guarantee (or any notation of the Guarantee), or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain legal opinions under Oklahoma law.
The qualifications, limitations, assumptions, and exceptions in this letter are material to the opinions expressed in this letter, and the inaccuracy of any assumptions could render these opinions inaccurate.
We have prepared this opinion letter in accordance with customary practice for the preparation and interpretation of opinions of this type. We have assumed, and your acceptance of this letter shall confirm, that you (alone or with your counsel) are familiar with this customary practice.
This opinion letter is provided as a legal opinion only, effective as of the date of this letter, and not as representations of fact. We do not render any opinions except as stated above. Waller Lansden Dortch & Davis, LLP may rely upon this opinion letter in connection with its opinion addressed to Acadia, filed as Exhibit 5.1 to the Registration Statement, to the same extent as if it were an addressee of this opinion letter. We consent to the filing of this opinion letter with the Commission as Exhibit 5.14 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not 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/ McAfee & Taft A Professional Corporation |
3