EXHIBIT 8.1





                (WALLER LANSDEN DORTCH & DAVIS, PLLC LETTERHEAD)






                               December 20, 2001

Province Healthcare Company
105 Westwood Place, Suite 400
Brentwood, TN  37027

         Re:    Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to Province Healthcare Company (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-3 (the "Registration Statement"), to which this opinion appears as
Exhibit 8.1, which includes the prospectus of the Company (the "Prospectus")
relating to the offering by the selling security holders named therein (the
"Offering") of the Company's 4 1/4% Convertible Subordinated Notes due 2008 (the
"Notes") and the Common Stock, par value $.01 per share (the "Common Stock"),
issuable upon conversion of the Notes.

         In connection with our opinion, we have examined the Registration
Statement and the Prospectus, each substantially in the form being filed with
the Securities and Exchange Commission, and such other documents, corporate
records and instruments, and have examined such laws and regulations, as we have
deemed necessary for purposes of this opinion. In such examination, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. For purposes of this opinion, we have not made an
independent investigation or audit of the facts set forth in the above
referenced documents.

         This opinion is based on relevant provisions of the Internal Revenue
Code of 1986, as amended, the Treasury Regulations issued thereunder, court
decisions, and administrative determinations as currently in effect, all of
which are subject to change, prospectively or retroactively, at any time. In
addition, this opinion is based of the facts and circumstances set forth in the
Registration Statement, the Prospectus and the other documents reviewed by us.
Our opinion as to matters set forth herein could change with respect to any
variation or difference in the facts and circumstances from those set forth in
the above documents reviewed by us or any changes in the law subsequent to the
date hereof. We undertake no obligation to update or supplement this opinion to
reflect any such changes that may occur after the date hereof.





Province Healthcare Company
December 20, 2001
Page 2


         Based on and subject to the foregoing, and upon consideration of
applicable law, we are of the opinion that, subject to the qualifications stated
therein, the discussion as to the United States federal income tax matters set
forth under the caption "Certain United States Federal Income Tax Consequences"
in the Prospectus contained in the Registration Statement summarizes the
material United States federal income tax consequences relevant to the Offering
and to the purchase, ownership and disposition of the Notes and of the Common
Stock into which the Notes may be converted. There can be no assurances that any
opinion expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.

         This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations promulgated thereunder.

                                       Very truly yours,

                                       /s/ Waller Lansden Dortch & Davis, PLLC