Exhibit 5.1
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
June 30, 2021
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of HCA Inc., a Delaware corporation (the “Company”). The Company, HCA Healthcare, Inc., a Delaware corporation and the direct parent of the Company (“Parent Guarantor”), and the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”) have filed a Registration Statement on Form S-3 (File No. 333-226709) (as amended as of its most recent effective date (June 21, 2021), the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company is issuing $850,000,000 aggregate principal amount of 2 3/8% Senior Secured Notes due 2031 (the “2031 Notes”) and $1,500,000,000 aggregate principal amount of 3 1/2% Senior Secured Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”), each unconditionally guaranteed (collectively, the “Guarantees” and, together with the Notes, the “Securities”) (i) on a senior unsecured basis by the Parent Guarantor and (ii) jointly and severally, on a senior secured basis by each of the Subsidiary Guarantors, pursuant to the Underwriting Agreement dated June 21, 2021 (the “Underwriting Agreement”), among the Company, the Parent Guarantor, the Subsidiary Guarantors and the underwriters named therein.
In connection with this opinion, I have reviewed the Registration Statement insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) and the prospectus dated August 9, 2018 (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement, dated June 21, 2021 (including the documents incorporated therein by reference, together with the Base Prospectus, the “Preliminary Prospectus”), filed pursuant to Rule 424(b) under the Securities Act and the prospectus supplement dated June 21, 2021 (including the documents incorporated therein by reference, together with the Base Prospectus, the “Prospectus”), filed pursuant to Rule 424(b) under the Securities Act; and the free writing prospectus listed on Annex A to the Underwriting Agreement (such free writing prospectus, together with the Preliminary Prospectus, the “Pricing Disclosure Package”). I have also examined the following:
(i) the Indenture, dated as of August 1, 2011 (the “Base Indenture”) among the Company, the Parent Guarantor, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (in such capacity, the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (the “Registrar”);
(ii) the Supplemental Indenture No. 27 for the 2031 Notes, dated as of June 30, 2021, among the Company, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and the Registrar (the “Twenty-Seventh Supplemental Indenture”);
(iii) the Supplemental Indenture No. 28 for the 2051 Notes, dated as of June 30, 2021, among the Company, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and the Registrar (the “Twenty-Eighth Supplemental Indenture” and, together with the Twenty-Seventh Supplemental Indenture, each a “Supplemental Indenture” and together the “Supplemental Indentures;” and the Base Indenture as supplemented by each Supplemental Indenture, each an “Indenture”);
(iv) duplicates of the global certificates representing the Notes;
(v) the Guarantees whose terms are set forth in each of the Supplemental Indentures; and
(vi) the Underwriting Agreement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of
