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Exhibit 8.1
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
WALLER LANSDEN DORTCH & DAVIS, LLP (615) 244-6380 WALLER LANSDEN DORTCH & DAVIS
AFFILIATED WITH THE PROFESSIONAL LIMITED LIABILITY COMPANY FAX: (615) 244-6804 A PROFESSIONAL LIMITED LIABILITY COMPANY
520 SOUTH GRAND AVENUE, SUITE 675 www.wallerlaw.com 609 SOUTH MAIN STREET
LOS ANGELES, CALIFORNIA 90071 POST OFFICE BOX 1035
(213) 362-3680 COLUMBIA, TENNESSEE 38402-1035
(921) 388-6031
May 27, 2003
Province Healthcare Company
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as special tax counsel to Province Healthcare Company, a
Delaware corporation (the "Company"), in connection with its filing of a
prospectus supplement dated May 21, 2003 (the "Prospectus Supplement") to the
prospectus dated May 14, 2003 of the Company (the "Prospectus") with the
Securities and Exchange Commission pursuant to Rule 424(b)(5) relating to
Registration Statement on Form S-3 (File No. 333-86578) (the "Registration
Statement") with respect to its issuance and sale of the Company's 7-1/2% Senior
Subordinated Notes due 2013 (the "Notes").
In connection with our opinion, we have examined the Registration
Statement, the Prospectus Supplement and the Prospectus, each substantially in
the form filed with the Securities and Exchange Commission, and such other
documents, corporate records and instruments, and have examined such laws and
regulations, as we have deemed necessary for purposes of this opinion. In such
examination, we have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. For purposes of this opinion, we have not
made an independent investigation or audit of the facts set forth in the above
referenced documents.
This opinion is based on relevant provisions of the Internal Revenue
Code of 1986, as amended, the Treasury Regulations issued thereunder, court
decisions, and administrative determinations as currently in effect, all of
which are subject to change, prospectively or retroactively, at any time. In
addition, this opinion is based on the facts and circumstances set forth in the
Registration Statement, the Prospectus Supplement, the Prospectus and the other
documents reviewed by us.
Province Healthcare Company
May 27, 2003
Page 2
Our opinion as to matters set forth herein could change with respect to any
variation or difference in the facts and circumstances from those set forth in
the above documents reviewed by us or any changes in the law subsequent to the
date hereof. We undertake no obligation to update or supplement this opinion to
reflect any such changes that may occur after the date hereof.
Based on and subject to the foregoing, and upon consideration of
applicable law, we are of the opinion that, subject to the qualifications stated
therein, the discussion as to the United States federal income tax matters set
forth under the caption "Certain United States Federal Income Tax
Considerations" in the Prospectus Supplement, which is incorporated by reference
into the Registration Statement, summarizes the material United States federal
income tax consequences relevant to the purchase, ownership and disposition of
the Notes. There can be no assurances that any opinion expressed herein will be
accepted by the Internal Revenue Service or, if challenged, by a court.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to incorporation by reference of this
opinion as an exhibit to 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 of 1933, as amended,
or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC