EXHIBIT 5.2
[LETTERHEAD OF WINSTON & STRAWN LLP]
October 18, 2004
MedCath Holdings Corp.
10720 Sikes Place
Charlotte, NC 28277
Re: Registration Statement on Form S-4
of MedCath Holdings Corp.
Ladies and Gentlemen:
We have acted as special counsel to MedCath Holdings Corp., a Delaware
corporation (the "Company"), MedCath Corporation, the direct parent company of
the Company, and certain subsidiaries of the Company listed on Annex A hereto
(collectively, 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. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the prospectus (the "Prospectus") contained in the Registration
Statement.
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.
In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Registration Statement, in the form filed with the
Commission, and as amended through the date hereof; (ii) the Indenture; and
(iii) the form of the
Exchange Securities. We also have examined such other documents as we have
deemed necessary or appropriate as a basis for the opinion set forth below.
In rendering the opinion expressed below, we have, with your consent,
assumed the legal capacity of all natural persons, that the signatures of
persons signing all documents in connection with which this opinion letter is
rendered are genuine, that all documents submitted to us as originals or
duplicate originals are authentic and that all documents submitted to us as
copies, whether certified or not, conform to authentic original documents. As to
any facts material to the opinion expressed herein which we did not
independently establish or verify, we have relied upon written statements and
representations of officers and other representatives of the Company, the
Guarantors and others. Additionally, we have, with your consent, assumed and
relied upon the following:
(a) all parties to the documents reviewed by us are duly
organized, validly existing and in good standing under the
laws of their respective jurisdictions of formation, and have
full power and authority to execute, deliver and perform under
such documents, and all such documents have been duly
authorized, executed and delivered by all parties thereto and
are valid and legally binding against such parties (other than
the Company and the Guarantors);
(b) the Exchange Securities have been, or prior to their issuance
will be, duly authorized, executed and delivered by the
Company and the Guarantors; and
(c) 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 Exchange Notes will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, when:
(i) the Registration Statement, as finally amended, shall have become effective
under the Securities Act; (ii) the Exchange Securities are duly executed and
authenticated in accordance with the provisions of the Indenture; and (iii) the
Exchange Securities shall have been issued and delivered in exchange for the
Original Securities pursuant to the terms set forth in the Prospectus.
2. The Exchange Guarantees will be valid and binding obligations of
each of the Guarantors, enforceable against such Guarantor in accordance with
their terms, when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Exchange Securities are
duly executed and authenticated in accordance with the provisions of the
Indenture; and (iii) the Exchange Securities shall have been issued and
delivered in exchange for the Original Securities pursuant to the terms set
forth in the Prospectus.
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The foregoing opinion is qualified to the extent that enforceability
may be limited by or subject to: (i) the effect of bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, arrangement, moratorium or other similar laws, proceedings or
court decisions now or hereafter in effect relating to creditors' rights
generally; (ii) the availability of the remedies of specific performance or
injunctive relief; and (iii) the effect of general principles of equity (whether
or not such enforceability is considered in a proceeding in equity or at law)
including, without limitation, an implied covenant of good faith, fair dealing
and conscionability.
The foregoing opinion is limited to the laws of the State of New York
and the federal laws of the United States. We express no opinion as to the
application of the securities or blue sky laws of the various states to the
issuance of the Exchange Securities.
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/ WINSTON & STRAWN LLP
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Annex A
GUARANTOR JURISDICTION OF ORGANIZATION
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
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