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EXHIBIT 5.5
MONTGOMERY & ANDREWS
PROFESSIONAL ASSOCIATION Post Office Box 2307
OF COUNSEL ATTORNEYS AND COUNSELORS AT LAW Santa Fe, New Mexico 87504-2307
William R. Federici
J.O. Seth (1883-1963)
A.K. Montgomery (1903-1987) December 11, 2003 www.montand.com
Frank Andrews (1914-1981)
Seth D. Montgomery (1937-1998)
Victor R. Ortega Andrew S. Montgomery
Gary Kilpatric Jennifer L. Weed VIA FEDERAL EXPRESS 325 Paseo de Peralta
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Thomas W. Olson Paul R. Owen AND ELECTRONIC MAIL Santa Fe, New Mexico 87501
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Walter J. Melendres Randy S. Bartell
John B. Draper Carolyn A. Wolf Telephone (505) 982-3873
Nancy M. King Jeffery L. Martin Fax (505) 982-4289
Sarah M. Singleton Emma Rodriguez
Stephen S. Hamilton Brittain
Edmund H. Kendrick Karen L. Brooks
Louis W. Rose Germaine R. Chappelle
Jesse A. Boyd
OF COUNSEL
Earl Potter, P.A.
Ardent Health Services LLC
Ardent Health Services, Inc.
One Burton Hills Boulevard, Suite 250
Nashville, Tennessee 37215
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (File No.
333-110117) (the "Registration Statement") filed by Ardent Health
Services LLC, a Delaware limited liability company (the "Parent"),
Ardent Health Services, Inc., a Delaware corporation (the "Issuer"),
and the other subsidiaries of the Parent named therein as guarantors
(collectively, the "Subsidiary Guarantors") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of up to $225,000,000
principal amount of the Issuer's 10% Senior Subordinated Notes due 2013
(the "Exchange Notes") to be issued in an exchange offer for
$225,000,000 principal amount of the Issuer's outstanding 10% Senior
Subordinated Notes due 2013 (the "Original Notes"). The Original Notes
are, and the Exchange Notes will be, guaranteed by the Parent and the
Subsidiary Guarantors, including AHS Albuquerque Holdings, LLC, AHS New
Mexico Holdings, Inc., AHS Research and Review, LLC, AHS S.E.D. Medical
Laboratories, Inc., Mesilla Valley Mental Health Associates, Inc., and
Mesilla Valley General Partnership (collectively, the "New Mexico
Subsidiary Guarantors"). Original Notes that are accepted for exchange
for Exchange Notes will be cancelled and retired.
The Original Notes were and the Exchange Notes will be issued pursuant
to an Indenture dated as of August 19, 2003 (the "Indenture") among the
Issuer, the Parent, the Subsidiary Guarantors and U.S. Bank Trust
National Association, N.A., as trustee. The Original Notes were issued
and sold on August 19, 2003 to Banc of America Securities LLC, UBS
Securities LLC, Banc One Capital Markets, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, the initial purchasers thereof
(the "Initial Purchasers"), without registration under the Securities
Act, and were offered and sold by the Initial Purchasers to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
and in transactions outside the United States in reliance on Regulation
S under the Securities Act.
Ardent Health Services LLC
Ardent Health Services, Inc.
December 12, 2003
Except as otherwise expressly noted below, the opinions given herein
are limited to the laws of the United States of America and the
regulatory, statutory, and common laws of the State of New Mexico, and
no opinion is expressed herein with respect to the laws of any other
jurisdiction or state, or with respect to the effect of such laws on
matters dealt with herein.
In rendering the opinions expressed below, we have examined and relied
upon copies of the Registration Statement, the Indenture and the Form
of Notation of Guarantee (the "Notation of Guarantee") under the
Indenture. We have also examined originals, or copies of originals
certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant
and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural
persons and the conformity with the original documents of any copies
thereof submitted to us for our examination.
Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that:
1. Each of the New Mexico Guarantors is duly
incorporated or organized, as applicable, and is validly existing and
in good standing under the laws of the State of New Mexico.
2. Each of the New Mexico Guarantors has full right,
power and authority to execute, deliver and perform its obligations
under the Indenture and the Notation of Guarantee.
3. The Indenture has been duly authorized, executed and
delivered by each New Mexico Subsidiary Guarantor and the Notation of
Guarantee has been duly authorized by each of the New Mexico
Guarantors.
We are licensed to practice law in the State of New Mexico. The
opinions expressed herein are specifically limited to the federal laws
of the United States of America and the laws of the State of New
Mexico.
Ropes & Gray LLP may rely upon this opinion as if it were addressed to
them.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to all references to our firm included
in or made a part of the Registration Statement. In giving such
consent, we do not thereby admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act or
the related Rules promulgated by the Securities and Exchange
Commission.
Very truly yours,
Ardent Health Services LLC
Ardent Health Services, Inc.
December 12, 2003
MONTGOMERY & ANDREWS, P.A.
By: /s/ Paul R. Owen
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Paul R. Owen