EXHIBIT 5.2
[BOULT, CUMMINGS, CONNERS & BERRY PLC LETTERHEAD]
January 12, 2004
Ardent Health Services, Inc.
One Burton Hills Blvd., Suite 250
Nashville, TN 37215
Re: Ardent Health Services, Inc.
10% Senior Subordinated Notes due 2013
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 those
guarantors listed on the attached Appendix A (collectively, the "Listed
Guarantors"). We understand that the 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. We understand that 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.
We have acted as special counsel to the Parent, the Issuer and the
Listed Guarantors for the sole purpose of delivering this opinions set forth
herein. In rendering the opinions, we have examined and relied upon copies of
the Indenture, the form of the Exchange Notes and the form of Notation of
Guarantee (the "Notation of Guarantee") under the Indenture. (The Indenture, the
Exchange Notes and the Notation of Guarantee are sometimes referred to herein as
the "Transaction Documents"). 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 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 the opinions. 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.
Ardent Health Services, Inc.
January 12, 2004
Page 2
We have assumed as to factual matters the accuracy and completeness of
all certificates, agreements, instruments, documents and other proceedings
examined by us that have been executed or certified by officials of the Parent,
the Issuer or the Listed Guarantors acting within the scope of their official
capacities or by public officials and have not verified the accuracy or
truthfulness thereof. In addition, we have assumed the due authorization,
execution, delivery and authenticity of the Indenture by all parties other than
the Parent, the Issuer and the Listed Guarantors.
Based on the foregoing and subject to the qualification and limitations
set forth below, we are of the opinion that:
1. Each of the Parent, the Issuer and the Listed Guarantors has
been duly incorporated, formed or organized and is validly
existing as a corporation, limited liability company or other
organization in good standing under the laws of the state of
organization as identified on Appendix A attached hereto.
2. Each of the Parent, the Issuer and the Listed Guarantors has
corporate, limited liability company or other organizational
power and authority to enter into and perform its obligations
under the Indenture and the Notation of Guarantee.
3. The Indenture has been duly authorized, executed and delivered
by each of the Parent, the Issuer and the Listed Guarantors.
4. The Notation of Guarantee has been duly authorized by each of
the Parent and the Listed Guarantors.
5. The execution, delivery and performance of the Indenture, the
Exchange Notes and the Notation of Guarantee by each of the
Issuer, the Parent and the Listed Guarantors, as applicable,
do not violate any applicable laws covered by this opinion.
The opinions expressed herein do not address the compliance by the
Issuer, the Parent or any of the Listed Guarantors with (i) fiduciary duty
requirements; (ii) statutes and ordinances, administrative decisions and the
rules and regulations of counties, towns, municipalities and special political
subdivisions (whether created or enabled through legislative action at the
Federal, state or regional level) and judicial decisions to the extent they deal
with the foregoing; (iii) Federal or state securities or "blue sky" laws and
regulations or legal investment laws; and (iv) Federal or state tax laws and
regulations.
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America, the laws of the State of
Tennessee, and the General Corporation Law, the Limited Liability Company Act
and the Revised Uniform Partnership Act of the State of Delaware. We express no
opinion as to the enforceability of the Transaction Documents which state that
they are governed by the laws of the State of New York. We understand that you
have received a separate opinion from Ropes & Gray LLP with respect to such
matters, and, for such purpose, we specifically permit Ropes & Gray LLP to rely
upon this opinion as if it were addressed to them.
This opinion is given on the date hereof solely for your benefit, and
we assume no obligation to inform you of subsequent changes in the law or fact
bearing on this opinion even if such changes are
Ardent Health Services, Inc.
January 12, 2004
Page 3
brought to our attention. Except as otherwise provided herein, this opinion
letter may not be quoted, referred to, relied upon or otherwise used by, nor may
any originals or copies be delivered or circulated to or reviewed by, any other
person or entity or for any other purpose without our express prior written
consent in each instance.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in 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,
/s/ Boult, Cummings, Conners & Berry PLC
APPENDIX A
Jurisdiction of
Guarantor Organization
--------- ---------------
AHS Kentucky Holdings, Inc. Delaware
AHS Kentucky Hospitals, Inc. Delaware
AHS Louisiana Holdings, Inc. Delaware
AHS Louisiana Hospitals, Inc. Delaware
AHS Management Company, Inc. Tennessee
AHS Summit Hospital, LLC Delaware
Ardent Medical Services, Inc. Delaware
Behavioral Healthcare Corporation Delaware
BHC Alhambra Hospital, Inc. Tennessee
BHC Belmont Pines Hospital, Inc. Tennessee
BHC Columbus Hospital, Inc. Tennessee
BHC Fairfax Hospital, Inc. Tennessee
BHC Fox Run Hospital, Inc. Tennessee
BHC Fremont Hospital, Inc. Tennessee
BHC Gulf Coast Management Group, Inc. Tennessee
BHC Heritage Oaks Hospital, Inc. Tennessee
BHC Hospital Holdings, Inc. Delaware
BHC Intermountain Hospital, Inc. Tennessee
BHC Lebanon Hospital, Inc. Tennessee
BHC Management Holdings, Inc. Delaware
BHC Management Services, LLC Delaware
BHC Management Services of Indiana, LLC Delaware
BHC Management Services of Kentucky, LLC Delaware
BHC Management Services of New Mexico, LLC Delaware
BHC Management Services of Streamwood, LLC Delaware
BHC Meadows Partner, Inc. Delaware
BHC Northwest Psychiatric Hospital, LLC Delaware
BHC of Indiana, General Partnership Tennessee
BHC of Northern Indiana, Inc. Tennessee
BHC Physician Services of Kentucky, LLC Delaware
BHC Pinnacle Pointe Hospital, Inc. Tennessee
BHC Properties, Inc. Tennessee
BHC Sierra Vista Hospital, Inc. Tennessee
BHC Spirit of St. Louis Hospital, Inc. Tennessee
BHC Streamwood Hospital, Inc. Tennessee
BHC Valle Vista Hospital, Inc. Tennessee
Bloomington Meadows, G.P. Delaware
Columbus Hospital, LLC Delaware
Indiana Psychiatric Institutes, Inc. Delaware
Lebanon Hospital, LLC Delaware
Northern Indiana Hospital, LLC Delaware
Valle Vista, LLC Delaware
Willow Springs, LLC Delaware