EXHIBIT 5.1
MOORE & VAN ALLEN
Moore & Van Allen PLLC
Attorneys at Law
Suite 4700
100 North Tryon Street
Charlotte, NC 28202-4003
T 704 331-1000
F 704 331-1159
www.mvalaw.com
October 18, 2004
MedCath Holdings Corp.
10720 Sikes Place
Charlotte, North Carolina 28277
RE: REGISTRATION STATEMENT ON FORM S-4 OF MEDCATH HOLDINGS CORP.
Ladies and Gentlemen:
We have acted as counsel to MedCath Holdings Corp., a Delaware corporation (the
"Company"), MedCath Corporation, the direct parent company of the Company (the
"Parent"), and certain subsidiaries of the Company listed on Annex A hereto
(collectively, the "Subsidiary Guarantors" and together with the Parent, the
"Guarantors"), in connection with the preparation of the Registration Statement
on Form S-4 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the $150,000,000
aggregate principal amount of its 9 7/8% Senior Notes due 2012 which are to be
registered under the Securities Act (the "Exchange Notes") and the guarantees of
the Exchange Notes by the Guarantors (the "Exchange Guarantees" and, together
with the Exchange Notes, the "Exchange Securities"). The Exchange Notes and the
Exchange Guarantees are to be offered by the Company and the Guarantors,
respectively, in exchange for $150,000,000 in aggregate principal amount of the
Company's outstanding 9 7/8% Senior Secured Notes due 2012 (the "Original
Notes") and the guarantees of the Original Notes by the Guarantors (the
"Original Guarantees" and, together with the Original Notes, the "Original
Securities"). The Exchange Securities will be issued pursuant to the Indenture,
dated as of July 7, 2004 (the "Indenture"), among the Company, the Guarantors
and U.S. Bank National Association, as trustee.
This opinion letter is delivered at the request of the Company in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
For purposes of rendering our opinion set forth herein, we have reviewed
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. The Indenture;
2. The Original Securities;
3. The form of the Exchange Securities;
4. The form of the Exchange Guarantees; and
5. The Registration Statement, in the form filed with the Commission.
We have also examined the originals, or copies certified or otherwise identified
to our satisfaction, of such other records of the Company, the Parent and the
Guarantors, certificates of public officials, officers of the Company, the
Parent and the Guarantors and other Persons, and agreements, instruments and
other documents, and have made such other investigation, as we have deemed
necessary as a basis for the
MedCath Holdings Corp.
October 18, 2004
Page 2
opinions expressed below. As to various questions of fact material to our
opinion, we have relied upon, and assumed without independent investigation the
accuracy of, the representations made by the parties in the Documents (other
than those which are expressed as our opinions).
In rendering the opinions expressed herein, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
conformed or photostatic copies and the authenticity of the originals of such
copies. For the purposes of the opinions hereinafter expressed, we have further
assumed (i) the legal capacity of all natural persons executing the Indenture or
an Exchange Security; (ii) that as to factual matters any certificate,
representation or other document upon which we have relied and which was given
or dated earlier than the date of this letter, continues to remain accurate,
insofar as relevant to the opinions contained herein, from such earlier date
through and including the date hereof; (iii) due authorization, execution and
delivery of the Indenture and the Exchange Securities by all parties thereto
other than the Company and the Guarantors, and that the Indenture and each
Exchange Security is valid, binding and enforceable against all parties thereto;
(iv) that each of the parties to the Indenture and the Exchange Securities other
than the Company and the Guarantors has the power and authority to execute and
deliver the Indenture and the Exchange Securities to which it is party, and to
perform its obligations thereunder; (v) that the execution and delivery by the
Company and the Guarantors of the Indenture and the Exchange Securities and the
performance by the Company and the Guarantors of their respective obligations
thereunder will not conflict with or result in a breach of any of the terms,
conditions or provisions of any law or regulation (other than any law or
regulation of the State of North Carolina, any federal law or regulation of the
United States, the Delaware General Corporation Law, the Delaware Limited
Liability Company Act or the Arizona Business Corporation Act), order, writ,
injunction or decree of any governmental authority; (vi) that all parties to the
Indenture and the Exchange Securities will comply with their respective
obligations contained in the Indenture and the Exchange Securities; and (vii)
the Original Securities have been issued, authenticated and delivered in
accordance with the terms of the Indenture.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company and each of the Guarantors has been duly incorporated or
formed, as applicable, and is validly existing as a corporation or limited
liability company, as the case may be, under the laws of the state of its
incorporation or formation, as applicable. With respect to the opinion in this
paragraph we have relied solely upon certificates from the Secretary of State of
the state of the Company's and each Guarantor's state of incorporation or
formation, as applicable.
2. The Company and each of the Guarantors has the corporate power to
perform its obligations under the Indenture and each of the Exchange Securities
to which it is a party.
3. The Indenture has been duly authorized, executed and delivered by
the Company and each of the Guarantors.
4. The Exchange Securities have been duly authorized by the Company and
the Guarantors for issuance and exchange in the manner stated in the
Registration Statement and the Indenture.
MedCath Holdings Corp.
October 18, 2004
Page 3
The opinions set forth herein are limited to matters governed by the laws of
North Carolina, the federal laws of the United States, the Delaware General
Corporation Law, the Delaware Limited Liability Company Act and the Arizona
Business Corporation Act, and no opinion is expressed herein as to the laws of
any other jurisdiction. We express no opinion concerning any matter respecting
or affected by any laws other than laws that a lawyer admitted to practice law
in North Carolina exercising customary professional diligence would reasonably
recognize as being directly applicable to the Company and the Guarantors or the
transactions contemplated in the Documents.
We hereby consent to the filing of this opinion letter with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Securities Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the
Securities Act.
Very truly yours,
/s/ MOORE & VAN ALLEN PLLC
Annex A
GUARANTOR JURISDICTION OF ORGANIZATION
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AHH Management, Inc. North Carolina
Austin MOB, Inc. North Carolina
DTO Management, Inc. North Carolina
HHBF, Inc. North Carolina
Harlingen Hospital Management, Inc. North Carolina
Harlingen Partnership Holdings, Inc. Arizona
Heart Research Centers International, LLC North Carolina
Hospital Management IV, Inc. North Carolina
Interim Diagnostic Solutions, LLC Delaware
Lafayette Hospital Management, Inc. North Carolina
Louisiana Hospital Management, Inc. North Carolina
MedCath of Arkansas, Inc. North Carolina
MedCath Cardiology Consulting & Management, Inc. Arizona
MedCath Corporation Delaware
MedCath Diagnostics, LLC North Carolina
MedCath Finance Company LLC North Carolina
MedCath Incorporated North Carolina
MedCath Nuclear Services, LLC North Carolina
MedCath of Texas, Inc. North Carolina
Metuchen Nuclear Management, LLC Delaware
Milwaukee Hospital Management, Inc. North Carolina
NM Hospital Management, Inc. North Carolina
San Antonio Holdings, Inc. Arizona
San Antonio Hospital Management, Inc. North Carolina
Sioux Falls Hospital Management, Inc. North Carolina
Southern Arizona Heart, Inc. North Carolina
Venture Holdings, Inc. Arizona