EX-5.1 56 a2220552zex-5_1.htm EX-5.1

Exhibit 5.1

 

July 11, 2014

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re: $1,100,000,000 Senior Notes due 2021

 

Ladies and Gentlemen:

 

We have acted as counsel to LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I (the “Delaware Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $1,100,000,000 aggregate principal amount of its 5.5% Senior Notes due 2021 (the “Exchange Notes”) for any and all of its outstanding 5.5% Senior Notes due 2021 (the “Old Notes”) pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission on July 11, 2014 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes were issued and the Exchange Notes are to be issued under the indenture dated as of December 6, 2013 (as amended or supplemented to the date hereof, the “Indenture”) among the Company, the Delaware Guarantors, the subsidiaries of the Company listed on Schedule II (the “Non-Delaware Guarantors,” and together with the Delaware Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The New Notes will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “Guarantees”).

 

We have examined such certificates of public officials and certificates of officers of the Company, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examination, we have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies, or as retrieved from the Securities and Exchange Commission’s EDGAR database. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established.

 

Our opinions set forth herein are limited to the laws of the State of New York and the General Corporation Law, Limited Liability Company Act and Revised Uniform Limited Partnership Act of the State of Delaware, and we do not express any opinion herein concerning any other laws. In making our examination of documents executed by parties other than the Company and the Delaware Guarantors, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. With respect to such matters in respect of the Non-Delaware Guarantors, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Waller Lansden Dortch & Davis, LLP, with respect to the Alabama, Florida, Tennessee and Texas Guarantors; (ii) Coppersmith Brockelman PLC, with respect to the Arizona Guarantors; (iii) Gordon & Rees, LLP, with respect to the Colorado Guarantors; (iv) Bingham Greenebaum Doll LLP, with respect to the Indiana Guarantors; (v) Polsinelli PC, with respect to the Kansas Guarantors; (vi) Hancock, Daniel, Johnson & Nagle, P.C., with respect to the Kentucky, Mississippi, Virginia and West Virginia Guarantors; (vii) Taylor Porter Brooks & Phillips, LLP, with respect to the Louisiana Guarantors; (viii) Plunkett Cooney, P.C., with respect to the Michigan Guarantors; (ix) Gordon Silver LLP, with respect to the Nevada Guarantors; (x) Lewis Roca Rothgerber LLP, with respect to the New Mexico Guarantors; (xi) Stoel Rives LLP, with respect to the Oregon and Washington Guarantors; and (xii) Stradley Ronon Stevens & Young, LLP, with respect to the Pennsylvania Guarantors.

 

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Old Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, (a) the Exchange Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (b) the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

 



 

The foregoing opinion as to enforceability of obligations of the Company and the Guarantors is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality).

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We express no opinions other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.

 

 

Very truly yours,

 

 

 

 

 

/s/ White & Case LLP

 

MR:PM:JC

 



 

Schedule I

 

America Management Companies, LLC

 

Delaware

AMG-Crockett, LLC

 

Delaware

AMG-Hillside, LLC

 

Delaware

AMG-Livingston, LLC

 

Delaware

AMG-Logan, LLC

 

Delaware

AMG-Southern Tennessee, LLC

 

Delaware

AMG-Trinity, LLC

 

Delaware

Andalusia Physician Practices, LLC

 

Delaware

Ashland Physician Services, LLC

 

Delaware

Ashley Valley Medical Center, LLC

 

Delaware

Ashley Valley Physicians Practice, LLC

 

Delaware

Athens Physicians Practice, LLC

 

Delaware

Athens Regional Medical Center, LLC

 

Delaware

Athens Surgery Center Partner

 

Delaware

Barrow Medical Center, LLC

 

Delaware

Bartow General Partner, LLC

 

Delaware

Bartow Memorial Limited Partner, LLC

 

Delaware

Bell JV, LLC

 

Delaware

Bolivar Physician Practices, LLC

 

Delaware

Bourbon Community Hospital, LLC

 

Delaware

Bourbon Physician Practice, LLC

 

Delaware

Castleview Hospital, LLC

 

Delaware

Castleview Medical, LLC

 

Delaware

Castleview Physician Practice, LLC

 

Delaware

Clark Regional Physician Practices, LLC

 

Delaware

Clinch Professional Physician Services, LLC

 

Delaware

Colorado Plains Physician Practices, LLC

 

Delaware

Community Medical, LLC

 

Delaware

Community-Based Services, LLC

 

Delaware

Crockett Hospital, LLC

 

Delaware

Crockett PHO, LLC

 

Delaware

Danville Diagnostic Imaging Center, LLC

 

Delaware

Danville Physician Practices, LLC

 

Delaware

Danville Regional Medical Center, LLC

 

Delaware

Danville Regional Medical Center School of Health Professions, LLC

 

Delaware

DLP Partner, LLC

 

Delaware

DLP Partner Marquette, LLC

 

Delaware

DLP Partner MedWest, LLC

 

Delaware

DLP Partner Twin County, LLC

 

Delaware

DLP Partner Wilson Rutherford, LLC

 

Delaware

Fauquier Partner, LLC

 

Delaware

Georgetown Community Hospital, LLC

 

Delaware

Georgetown Rehabilitation, LLC

 

Delaware

Guyan Valley Hospital, LLC

 

Delaware

Halstead Hospital, LLC

 

Delaware

HCK Logan Memorial, LLC

 

Delaware

HDP Andalusia, LLC

 

Delaware

HDP Georgetown, LLC

 

Delaware

Hillside Hospital, LLC

 

Delaware

Historic LifePoint Hospitals, Inc.

 

Delaware

HRMC, LLC

 

Delaware

HST Physician Practice, LLC

 

Delaware

HTI Georgetown, LLC

 

Delaware

HTI PineLake, LLC

 

Delaware

 



 

HSC Manager, LLC

 

Delaware

HSCGP, LLC

 

Delaware

Integrated Physician Services, LLC

 

Delaware

Kentucky Hospital, LLC

 

Delaware

Kentucky Medserv, LLC

 

Delaware

Kentucky MSO, LLC

 

Delaware

Lake Cumberland Cardiology Associates, LLC

 

Delaware

Lake Cumberland Physician Practices, LLC

 

Delaware

Lake Cumberland Regional Hospital, LLC

 

Delaware

Lake Cumberland Regional Physician Hospital Organization, LLC

 

Delaware

Lakeland Community Hospital, LLC

 

Delaware

Lakeland Physician Practices, LLC

 

Delaware

Lamar Surgery Center, LP

 

Delaware

Lander Valley Physician Practices, LLC

 

Delaware

Las Cruces Cardiology Group, LLC

 

Delaware

Las Cruces Endoscopy Partner, LLC

 

Delaware

Las Cruces Physician Practices, LLC

 

Delaware

LCMC MRI, LLC

 

Delaware

LCMC PET, LLC

 

Delaware

LHSC, LLC

 

Delaware

LifePoint Acquisition Corp.

 

Delaware

LifePoint Asset Management Company, Inc.

 

Delaware

LifePoint Billing Services, LLC

 

Delaware

LifePoint Corporate Services, General Partnership

 

Delaware

LifePoint CSLP, LLC

 

Delaware

LifePoint Holdings 2, LLC

 

Delaware

LifePoint Holdings 3, Inc.

 

Delaware

LifePoint Hospitals Holdings, Inc.

 

Delaware

LifePoint of GAGP, LLC

 

Delaware

LifePoint of Georgia, Limited Partnership

 

Delaware

LifePoint of Kentucky, LLC

 

Delaware

LifePoint of Lake Cumberland, LLC

 

Delaware

LifePoint RC, Inc.

 

Delaware

LifePoint VA Holdings, Inc.

 

Delaware

LifePoint WV Holdings, Inc.

 

Delaware

Livingston Regional Hospital, LLC

 

Delaware

Logan General Hospital, LLC

 

Delaware

Logan Healthcare Partner, LLC

 

Delaware

Logan Medical, LLC

 

Delaware

Logan Memorial Hospital, LLC

 

Delaware

Logan Physician Practice, LLC

 

Delaware

Los Alamos Physician Practices, LLC

 

Delaware

Martinsville Physician Practices, LLC

 

Delaware

Meadowview Physician Practice, LLC

 

Delaware

Meadowview Regional Medical Center, LLC

 

Delaware

Meadowview Rights, LLC

 

Delaware

Memorial Prompt Care, LLC

 

Delaware

Mercy Physician Practices, LLC

 

Delaware

Minden Physician Practices, LLC

 

Delaware

Northeastern Nevada Physician Practices, LLC

 

Delaware

Northwest Medical Center — Winfield, LLC

 

Delaware

Norton Partner, LLC

 

Delaware

NWMC — Winfield Anesthesia Physicians, LLC

 

Delaware

NWMC — Winfield Hospitalist Physicians, LLC

 

Delaware

NWMC — Winfield Physician Practices, LLC

 

Delaware

OmniPoint Surgical Associates, LLC

 

Delaware

Opelousas Imaging Center Partner, LLC

 

Delaware

 



 

Opelousas PET/CT Imaging Center, LLC

 

Delaware

PHC Hospitals, LLC

 

Delaware

PHC-Selma, LLC

 

Delaware

PineLake Physician Practice, LLC

 

Delaware

PineLake Regional Hospital, LLC

 

Delaware

Poitras Practice, LLC

 

Delaware

Portage Partner, LLC

 

Delaware

PRHC-Alabama, LLC

 

Delaware

Principal Knox, L.L.C.

 

Delaware

Principal Knox, L.P.

 

Delaware

Province Healthcare Company

 

Delaware

Putnam Ambulatory Surgery Center, LLC

 

Delaware

Putnam Community Medical Center, LLC

 

Delaware

Putnam Physician Practices, LLC

 

Delaware

R. Kendall Brown Practice, LLC

 

Delaware

River Parishes Holdings, LLC

 

Delaware

River Parishes Hospital, LLC

 

Delaware

River Parishes Partner, LLC

 

Delaware

River Parishes Physician Practices, LLC

 

Delaware

Riverton Memorial Hospital, LLC

 

Delaware

Riverton Oncology Practice, LLC

 

Delaware

Riverton Physician Practices, LLC

 

Delaware

Riverview Medical Center, LLC

 

Delaware

Riverview Physician Practices, LLC

 

Delaware

Russellville Hospital, LLC

 

Delaware

Russellville Physician Practices, LLC

 

Delaware

Select Healthcare, LLC

 

Delaware

Selma Diagnostic Imaging, LLC

 

Delaware

Siletchnik Practice, LLC

 

Delaware

Smith County Memorial Hospital, LLC

 

Delaware

Somerset Surgery Partner, LLC

 

Delaware

Southern Tennessee EMS, LLC

 

Delaware

Southern Tennessee Medical Center, LLC

 

Delaware

Southern Tennessee PHO, LLC

 

Delaware

Spring View Hospital, LLC

 

Delaware

Spring View Physician Practices, LLC

 

Delaware

Springhill Medical Center, LLC

 

Delaware

Starke Physician Practices, LLC

 

Delaware

Sumner Physician Practices, LLC

 

Delaware

Sumner Real Estate Holdings, LLC

 

Delaware

Sumner Regional Medical Center, LLC

 

Delaware

The MRI Center of Northwest Alabama, LLC

 

Delaware

THM Physician Practice, LLC

 

Delaware

Trousdale Medical Center, LLC

 

Delaware

Trousdale Physician Practices, LLC

 

Delaware

Valley View Physician Practices, LLC

 

Delaware

Vaughan Physician Practices, LLC

 

Delaware

Ville Platte Medical Center, LLC

 

Delaware

Western Plains Physician Practices, LLC

 

Delaware

Western Plains Regional Hospital, LLC

 

Delaware

Woodford Hospital, LLC

 

Delaware

Wythe County Community Hospital, LLC

 

Delaware

Wythe County Physician Practices, LLC

 

Delaware

 



 

Schedule II

 

Acquisition Bell Hospital, LLC

 

Michigan

Bartow Healthcare System, Ltd.

 

Florida

Bell Physician Practices, Inc.

 

Michigan

Brim Hospitals, Inc.

 

Oregon

Buffalo Trace Radiation Oncology Associates, LLC

 

Kentucky

Care Health Company, Inc.

 

Washington

Clinch Valley Medical Center, Inc.

 

Virginia

Clinch Valley Physicians Associates, LLC

 

Virginia

Clinch Valley Pulmonology, LLC

 

Virginia

Clinch Valley Urology, LLC

 

Virginia

Community Hospital of Andalusia, Inc.

 

Alabama

Dodge City Healthcare Group, LLC

 

Kansas

Dodge City Healthcare Partner, Inc.

 

Kansas

Kansas Healthcare Management Company, Inc.

 

Kansas

Kansas Healthcare Management Services, LLC

 

Kansas

Kentucky Physician Services, Inc.

 

Kentucky

LifePoint Medical Group — Hillside, Inc.

 

Tennessee

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

 

Virginia

Mexia Principal Healthcare Limited Partnership

 

Texas

Mexia-Principal, Inc.

 

Texas

Orthopedics of Southwest Virginia, LLC

 

Virginia

Palestine Principal Healthcare Limited Partnership

 

Texas

Palestine-Principal G.P., Inc.

 

Texas

PHC-Ashland, L.P.

 

Pennsylvania

PHC-Aviation, Inc.

 

Tennessee

PHC-Belle Glade, Inc.

 

Florida

PHC-Charlestown, L.P.

 

Indiana

PHC-Cleveland, Inc.

 

Mississippi

PHC-Doctors’ Hospital, Inc.

 

Louisiana

PHC-Elko, Inc.

 

Nevada

PHC-Fort Mohave, Inc.

 

Arizona

PHC-Fort Morgan, Inc.

 

Colorado

PHC-Indiana, Inc.

 

Indiana

PHC-Knox, Inc.

 

Nevada

PHC-Lake Havasu, Inc.

 

Arizona

PHC-Lakewood, Inc.

 

Louisiana

PHC-Las Cruces, Inc.

 

New Mexico

PHC-Los Alamos, Inc

 

New Mexico

PHC-Louisiana, Inc.

 

Louisiana

PHC-Martinsville, Inc.

 

Virginia

PHC-Minden G.P., Inc.

 

Louisiana

PHC-Minden, L.P.

 

Louisiana

PHC-Morgan City, L.P.

 

Louisiana

PHC-Morgan Lake, Inc.

 

Louisiana

PHC-Opelousas, L.P.

 

Louisiana

PHC-Palestine, Inc.

 

Nevada

PHC-Tennessee, Inc.

 

Tennessee

PRHC-Ennis G.P., Inc.

 

Texas

PRHC-Ennis, L.P.

 

Texas

Principal Hospital Company of Nevada, Inc.

 

Nevada

Principal-Needles, Inc.

 

Tennessee

Raleigh General Hospital, LLC

 

West Virginia

SST Community Health, L.L.C.

 

Tennessee

Texas Specialty Physicians

 

Texas

 



 

West Virginia Management Services Organization, Inc.

 

West Virginia

Zone, Incorporated

 

West Virginia