EXHIBIT 5.6
[THELEN REID & PRIEST LLP LETTERHEAD]
January 12, 2004
Ardent Health Services LLC
Ardent Health Services, Inc.
One Burton Hills Boulevard, Suite 250
Nashville, Tennessee 37215
RE: 10% Senior Subordinated Notes due 2013
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Ladies and Gentlemen:
We have acted as special California counsel to Ardent Health Services
LLC, a Delaware limited liability company (the "PARENT"), and rendered legal
opinions set forth herein, relating to that certain Indenture dated as of August
19, 2003 (the "INDENTURE") among Ardent Health Services, Inc., a Delaware
corporation (the "ISSUER"), the Parent, U.S. Bank Trust National Association,
N.A., as trustee, and each of the guarantors identified therein, including
without limitation, BHC Cedar Vista Hospital, Inc., a California corporation
(the "CALIFORNIA GUARANTOR").
We refer to the Registration Statement on Form S-1 (File No.
333-110117) (the "REGISTRATION STATEMENT") filed by Parent, 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 the California Guarantor. Original Notes that are accepted
for exchange for Exchange Notes will be cancelled and retired.
We are advised as follows: (1) the Original Notes were and the Exchange
Notes will be issued pursuant to the Indenture, (2) 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 (3) the Original Notes 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.
In rendering the opinions expressed below, we have examined and relied
upon (i) copies of the Registration Statement, the Indenture and the Form of
Notation of Guarantee (the
Ardent Health Services LLC
Ardent Health Services, Inc.
January 12, 2004
Page 2
"NOTATION OF GUARANTEE") under the Indenture, (ii) such questions of law as we
have deemed necessary or appropriate for the purposes of this Opinion, (iii)
such records of the California Guarantor, including, without limitation,
certificates of officers of California Guarantor, and (iv) such other documents
as we have deemed necessary as a basis for the opinions expressed below. The
Indenture and the Notation of Guarantee are hereinafter referred to together as
the "DOCUMENTS".
In our examination, we have assumed, with your permission and without
independent investigation: (i) the genuineness of all signatures; (ii) the legal
capacity of all natural persons who signed one or more of the Documents; (iii)
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies and the authenticity of
the originals of such copies; (iv) the truth and accuracy of each of the
representations and warranties in the Indenture as to factual matters; and (v)
the absence of evidence extrinsic to the provisions of the written agreements
between the parties that the parties intended a meaning contrary to that
expressed by those provisions.
With respect to our opinion as to good standing set forth in paragraph
1 below, we have relied solely on good standing certificates of public officials
in California.
Based upon and subject to the foregoing and subject also to the
comments, assumptions, qualifications, limitations and exceptions set forth
below, we are of the opinion that:
1. The California Guarantor is duly incorporated and is validly
existing in good standing under the laws of the State of California.
2. The California Guarantor has corporate power and authority to
enter into and perform its obligations under each Document.
3. The Indenture has been duly authorized, executed and delivered
by the California Guarantor.
4. The Notation of Guarantee has been duly authorized by the
California Guarantor.
5. The execution and delivery by the California Guarantor of each
Document do not, and the performance by the California Guarantor of its
obligations thereunder will not, result in any violation of any law of the State
of California which, in our experience, is normally applicable to corporations
which engage in similar businesses and in transactions of the type contemplated
in the Documents.
We are qualified to practice law in the State of California and we
express no opinion on the laws of any jurisdiction other than the federal laws
of the United States and the laws of the State of California. No opinion is
expressed as to the application of any anti-fraud laws, federal or state
securities laws, or tax laws.
Ardent Health Services LLC
Ardent Health Services, Inc.
January 12, 2004
Page 3
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.
This opinion speaks only as of the date of this letter and we do not
undertake any obligation to advise you of any changes in law or fact that occur
after such date. This opinion is limited to the matters expressly stated herein
and no opinion or other statement may be inferred or implied beyond the matters
expressly stated herein. This opinion letter is provided to you solely for your
benefit by us in our capacity as special California counsel to the Parent. In
addition, Ropes & Gray LLP may rely upon this opinion as if it were addressed to
them. This opinion letter may not be relied upon by you or Ropes & Gray LLP for
any other purpose or relied upon by any other person or entity without, in each
instance, our prior written consent.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
RMS/DVB/JJA