EXHIBIT 5.1
[Letterhead of Dewey Ballantine LLP]
November 4, 1999
LifePoint Hospitals Holdings, Inc.
4525 Harding Road
Nashville, TN 37205
Re: 10 3/4% Series B Senior Subordinated Notes due 2009 (the "Exchange Notes")
Ladies and Gentlemen:
We have acted as counsel for LifePoint Hospitals Holdings Inc., a
Delaware corporation (the "Company"), in connection with the Company's offer
to exchange (the "Exchange Offer") up to $150,000,000 aggregate principal
amount of Exchange Notes which have been registered under the Securities Act
of 1933, as amended (the "Securities Act") for its existing 10 3/4% Senior
Subordinated Notes due 2009 (the "Old Notes"), as described in the Prospectus
(the "Prospectus") contained in the Registration Statement on Form S-4 (as
amended or supplemented, the "Registration Statement"), to be filed with the
Securities and Exchange Commission. The Old Notes were issued, and the
Exchange Notes are proposed to be issued, under an indenture dated as of May
11, 1999 (the "Indenture"), between the Company and Citibank N.A., as Trustee.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Registration Statement.
In arriving at the opinion expressed below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates, agreements and other matters as we
have deemed necessary or advisable for the purposes of rendering this opinion.
In such examination, we have assumed, without independent investigation,
(i) the genuineness of all signatures; (ii) the legal capacity of all
individuals who have executed any of the documents reviewed by us; (iii) the
authenticity of all documents submitted to us as originals; (iv) the
conformity to executed documents of all unexecuted copies submitted to us; and
(v) the authenticity of, and the conformity to, original documents of all
documents submitted to us as certified or photocopied copies. As to certain
factual matters material to our opinion, we have relied upon oral statements,
written information and certificates of officials and representatives of the
Company and others, and we have not independently verified the accuracy of the
statements contained therein.
Based on the foregoing, and subject to the assumptions, limitations,
exceptions and qualifications set forth herein, we are of the opinion that the
Exchange Notes to be offered and issued by the Company have been duly
authorized and, when executed and authenticated in accordance with the terms
of the Indenture pursuant to which they will be issued and delivered in
exchange for the applicable Old Notes in accordance with the Exchange Offer,
will be validly issued and constitute binding obligations of the Company,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
In rendering the foregoing opinion, our examination of matters of law
has been limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference made to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we are included within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ Dewey Ballantine LLP
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Dewey Ballantine LLP
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