EXHIBIT 5.1



                                 April 18, 2002

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

         Re:      Province Healthcare Company Registration Statement on Form S-3

Ladies and Gentlemen:

         In connection with the registration by Province Healthcare Company, a
Delaware corporation (the "Company"), of up to $300,000,000 in aggregate amount
of one or more series of (i) debt securities of the Company (the "Debt
Securities"), which may be guaranteed (the "Guarantees") by all of the present
and future wholly owned domestic subsidiaries of the Company (the "Subsidiary
Guarantors"), or (ii) shares of common stock, $.01 par value per share, of the
Company (the "Common Shares" and, together with the Debt Securities and the
Guarantees, the "Registered Securities"), for offering by the Company from time
to time, as set forth in the final prospectus that forms a part of the
Registration Statement, as defined below (the "Prospectus"), and as to be set
forth in one or more final supplements to the Prospectus (each, a "Prospectus
Supplement"), the following opinion is furnished to the Company to be filed with
the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the
Company's Registration Statement on Form S-3, under the Securities Act of 1933,
as amended (the "Securities Act"), to be filed on or about the date hereof. As
used in this opinion, the term "Registration Statement" means, unless otherwise
stated, such Registration Statement, as amended when declared effective by the
Commission (including any necessary post-effective amendments thereto); the term
"Convertible Registered Securities" means Registered Securities which are
convertible into, exchangeable for or exercisable for other Registered
Securities, and the term "Underlying Registered Securities" means any Registered
Securities which are issuable upon conversion, exchange or exercise of
Convertible Registered Securities.

         In connection with this opinion, we have examined and relied upon a
copy of the Registration Statement to be filed with the Commission on or about
the date hereof. We have also examined and relied upon originals or copies of
such records, agreements and instruments of the Company, certificates of public
officials and of officers of the Company and such other documents and records,
and such matters of law, as we have deemed necessary as a basis for the opinions
hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies, which facts we have
not independently verified.

         We have necessarily assumed in connection with the opinions expressed
below that the terms and conditions of the Registered Securities and any related
indentures, agreements and instruments, except to the extent described in the
Registration Statement and the form of preliminary prospectus contained therein,
as originally filed, will be, and that any related proceedings of the Company
conducted after the date hereof will be conducted, (i) in accordance with all
applicable laws and the Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") and Bylaws, (ii) in the case of the




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April 18, 2002
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Guarantees, if any, in accordance with all applicable laws and the Subsidiary
Guarantors' charters and by-laws, and (iii) not in conflict with any contractual
or other restrictions which are binding on the Company, and that, without
limiting the generality of the foregoing, any agreements or instruments that are
hereafter required to be filed as an exhibit to the Registration Statement will
be properly filed by an amendment thereto or by the filing of a Form 8-K by the
Company under the Securities Exchange Act of 1934, as amended, and properly
incorporated by reference in the Registration Statement, as permitted by the
Securities Act and the rules and regulations of the Commission thereunder. We
have also necessarily assumed in connection with such opinions with respect to
any Common Shares or any Convertible Registered Securities as to which Common
Shares are the related Underlying Registered Securities that, at the time of the
issuance thereof, the Company will have a sufficient number of shares of
authorized Common Shares under the Restated Certificate that will be unissued
and not otherwise reserved for issuance.

         To the extent that the obligations of the Company under each Indenture
(as defined below) may be dependent upon such matters, we have assumed for
purposes of this opinion that each Trustee (as defined below) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified to engage in the activities contemplated by,
and has the requisite organizational and legal power and authority to perform
its obligations under, each Indenture to which it is a party, that each Trustee
will be in compliance, generally with respect to acting as a trustee under each
applicable Indenture with all applicable laws and regulations, and that each
Indenture will be the valid and binding agreements of each party thereto (other
than, in the case of an indenture in the form filed as Exhibit 4.1 or 4.2 to the
Registration Statement when appropriately completed, the Company), enforceable
against such parties in accordance with their respective terms.

         We express no opinion herein as to the laws of any jurisdiction other
than the laws of the State of Tennessee, the State of New York to the extent it
governs enforceability of the applicable Indenture, the Delaware General
Corporation Law and the federal laws of the United States of America, to the
extent applicable, and we express no opinion as to state securities or blue sky
laws.

         Our opinions set forth below with respect to the validity or binding
effect of any security or obligation are subject to (i) limitations arising
under applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforcement generally of the
rights and remedies of creditors and secured parties or the obligations of
debtors, (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of competent jurisdiction in granting specific performance or
injunctive or other equitable relief, and (iii) an implied duty on the part of
the party seeking to enforce rights or remedies to take action and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.

         Based on and subject to the foregoing, we are of the opinion that, as
of the date hereof:

         1.       Each series of Debt Securities and the Guarantees, if any,
will be validly issued and binding obligations of the Company and the Subsidiary
Guarantors when (i) the Registration Statement shall have become effective under
the Securities Act and the indentures filed as Exhibit 4.1 and 4.2 to the
Registration Statement, including any necessary supplemental indenture, or any
other indenture, including any necessary supplemental indenture thereto, filed
as an exhibit to the Registration Statement, as the case may be (the applicable
indenture, as so filed and supplemented, the "Indenture"), shall have been
qualified under the Trust Indenture Act of 1939, as amended, and the Indenture
shall have been duly




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April 18, 2002
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authorized, executed and delivered by the Company and a trustee named thereunder
(the "Trustee"), (ii) a Prospectus Supplement with respect to such Debt
Securities and the Guarantees shall have been filed with the Commission pursuant
to Rule 424 under the Securities Act, (iii) the Company's Board of Directors or
a duly authorized committee thereof shall have duly adopted final resolutions
(the "Final Debt Resolutions") authorizing the issuance and sale of such Debt
Securities and the Subsidiary Guarantors' Boards of Directors shall have duly
adopted final resolutions (the "Final Guarantor Resolutions") authorizing the
Guarantees, each as contemplated by the Registration Statement, the Prospectus,
the applicable Prospectus Supplement and the Indenture, (iv) such series of Debt
Securities shall have been (A) duly executed by the Company and authenticated by
the Trustee as provided in the Indenture and the Final Debt Resolutions and (B)
duly delivered to the purchasers thereof against payment of the agreed
consideration therefor, as provided in the Registration Statement, the
Prospectus, the applicable Prospectus Supplement, the Indenture and the Final
Debt Resolutions and (v) the consideration, if any, separately payable for the
Guarantees shall have been received, as provided in the Registration Statement,
the Prospectus, the applicable Prospectus Supplement, the Indenture and the
Final Guarantor Resolutions. If such Debt Securities are Convertible Registered
Securities, the opinion set forth in this paragraph is subject to the further
condition that the Underlying Registered Securities relating to such Debt
Securities, at the time of the issuance thereof and of the conversion, exchange
or exercise thereof, are validly issued, fully paid and non-assessable by the
Company or are validly issued and binding obligations of the Company, as
applicable.

         2.       The Common Shares will be validly issued, fully paid and
non-assessable by the Company when (i) the Registration Statement shall have
become effective under the Securities Act, (ii) a Prospectus Supplement with
respect to such Common Shares shall have been filed with the Commission pursuant
to Rule 424 under the Securities Act, (iii) the Company's Board of Directors
shall have duly adopted final resolutions (the "Final Common Shares
Resolutions") authorizing the issuance and sale of such Common Shares as
contemplated by the Registration Statement, the Prospectus and the applicable
Prospectus Supplement, and (iv) certificates evidencing such Common Shares shall
have been duly executed, countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor (and in
any event an amount at least equal to the par value thereof), as provided in the
Registration Statement, the Prospectus, the applicable Prospectus Supplement and
the Final Common Shares Resolutions. If such Common Shares are Underlying
Registered Securities, the opinion set forth in this paragraph is subject to the
further condition that the Convertible Registered Securities relating to such
Common Shares, at the time of the issuance thereof and of the conversion,
exchange or exercise thereof, are validly issued, fully paid and non-assessable
by the Company or are validly issued and binding obligations of the Company, as
applicable.

         All of the opinions set forth herein are rendered as of the date
hereof, and we assume no obligation to update such opinions to reflect any facts
or circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission promulgated thereunder.

                                  Very truly yours,

                                  /s/ WALLER LANSDEN DORTCH & DAVIS, PLLC