EX-5.3 22 d334690dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

 

 

KUTAK ROCK LLP

 

Suite 136

3300 Market Street

 

ROGERS, ARKANSAS 72758-8127

 

479-250-9700

FACSIMILE 479-316-4069

 

www.kutakrock.com

 

 

ATLANTA

CHICAGO

DENVER

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

MINNEAPOLIS

OKLAHOMA CITY

OMAHA

PHILADELPHIA

RICHMOND

SCOTTSDALE

SPOKANE

WASHINGTON, D.C.

  April 12, 2017   WICHITA

Quorum Health Corporation

1573 Mallory Lane

Brentwood, Tennessee 37027

 

  Re: Arkansas Guarantors – 11.625% senior notes due 2023 to be issued pursuant to the Indenture identified below, as subsequently supplemented and more particularly described below

Ladies and Gentlemen:

We have acted as special Arkansas counsel to Quorum Health Corporation (the “Company”) and the Arkansas Guarantors (as defined below), each organized and existing under the laws of the State of Arkansas, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $400,000,000 aggregate principal amount of the Company’s 11.625% senior notes due 2023 (the “Exchange Notes”) that are to be general senior unsecured obligations of the Company and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s current and future domestic subsidiaries, including the Arkansas entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Arkansas Guarantors”). The Exchange Notes are to be issued pursuant to an indenture (the “Original Indenture”), dated as of April 22, 2016, by and between the Company and Regions Bank (the “Trustee”), and as supplemented by the first Supplemental Indenture, dated as of April 29, 2016, by certain of the guarantors and acknowledged by the Trustee and the Company (the “First Supplemental Indenture”) and the second Supplemental Indenture, dated as of December 28, 2016 by QHCCS, LLC and acknowledged by the Trustee and the Company (the “Second Supplemental Indenture,” and together with the Original Indenture and First Supplemental Indenture, the “Indenture”).

The Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 11.625% senior notes due 2023 in accordance with the terms of a Registration Rights Agreement, dated as of April 22, 2016, by and among the Company and Credit Suisse Securities (USA) LLC (“Credit Suisse”), each as representative of the parties named therein as the Initial Purchasers (the “Original Registration Rights Agreement”), the related Registration Rights Joinder, dated as of April 29, 2016, by and among the Company, the guarantors party thereto, and Credit Suisse (the “First Joinder”) and the related Registration Rights Joinder, dated as of December 28, 2016, by and among the Company, QHCCS, LLC as guarantor, and Credit Suisse (the “Second Joinder”, and together with the Original Registration Rights Agreement and the First Joinder, the “Registration Rights Agreement”).


KUTAK ROCK LLP

Quorum Health Corporation

Page 2

 

The term “State Law” as used herein means the laws of the State of Arkansas that an Arkansas lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Arkansas Guarantors; provided that “State Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. We have not examined, and we do not opine, as to the law of any other jurisdiction, whether applicable directly or through State Law. We are not rendering any opinion as to the effect or applicability of any law, statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental health and safety, pensions, employee benefits, taxes, fraudulent conveyances or transfers, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or any law, statute, rule, regulation, ordinance, decree or decisional law of any political subdivision of any state including any county, city, municipality, town or special subdivision, or any applicable telecommunications or other trade-specific regulatory laws. Furthermore, we express no opinion with respect to the following: compliance with the Securities Act, antifraud laws, or any other law, statute, rule, regulation, ordinance, decree or decisional law relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s or Arkansas Guarantors’ boards of directors or other governing bodies; compliance with safe harbors for disinterested board of directors or other governing body approvals; compliance with state securities or blue sky laws; and compliance with the Investment Company Act of 1940 or the Trust Indenture Act of 1939. Our opinions herein are limited to the matters set forth herein in effect on the date hereof. Our opinions hereins are limited to the effect on the subject transaction of State Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility regarding the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinions herein, with your permission we have relied with respect to factual matters, without any independent investigation or verification, upon the Officers’ Certificate (defined below), the certificates of public officials referred to below, and the representations, warranties, and factual statements set forth in the Transaction Documents (defined below). In addition thereto, we have reviewed and relied upon the following:

(i) the organizational documents and instruments of the Arkansas Guarantors described on Exhibit A hereto (the “Organizational Documents”);

(ii) the certificate with respect to various factual matters and corporate documents signed by an officer of each of the Arkansas Guarantors and dated the date of this opinion letter (the “Officers’ Certificate”);

(iii) the Registration Rights Agreement;

(iv) the Indenture;

(v) the form of Exchange Notes;

(vi) the Registration Statement; and

(vii) the prospectus contained within the Registration Statement (the “Prospectus”).

Items (iii) through (vii) above are collectively referenced herein as the “Transaction Documents”.


KUTAK ROCK LLP

Quorum Health Corporation

Page 3

 

Our opinions herein are subject to the following assumptions, qualifications, limitations, and exclusions in addition to any and all others set forth herein:

(a) In reaching the opinions set forth below, we have assumed with your permission and without any investigation, inquiry or review: (i) the genuineness of all signatures, (ii) the authenticity and completeness of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of documents submitted to us as certified, photostatic, facsimile or electronically transmitted copies, (v) the effectiveness, completeness, and accuracy of all corporate records provided to us, (vi) the Transaction Documents comply in all respects with the transaction described in the corporate minutes and resolutions described in the Officers’ Certificate and accurately describe and contain the mutual understanding of the parties, and that there are no written or oral agreements or courses of dealing, conduct, or performance that modify, amend, vary, or revoke, or purport to modify, amend, vary or revoke, all or any portion of the Transaction Documents, and that there has been no waiver of any provision of the Transaction Documents, (vii) the Transaction Documents were duly delivered for value and for the consideration provided for therein or contemplated thereby, (viii) no fraud, duress or mutual mistake of fact exists with respect to the execution, acknowledgement, delivery, performance, recordation or filing of any of the Transaction Documents and any documents related thereto; and (ix) all Transaction Documents have been duly filed, recorded, executed, and delivered, as applicable and to extent necessary for the validity and enforceability thereof. We have also relied, as to all questions of fact material to this opinion letter, upon the Transaction Documents. We have not conducted any independent investigation or review of, or attempted to verify independently, such factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to any of Transaction Documents, including but not limited to the Officers’ Certificate.

(b) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Transaction Documents, other than the Arkansas Guarantors, have the requisite organizational power and authority to enter into and perform such documents and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such other parties.

Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, and based upon State Law, it is our opinion that:

(1) Based solely on the certificates of good standing identified on Exhibit A, each Arkansas Guarantor is validly existing and in good standing under State Law.

(2) Each Arkansas Guarantor has the requisite corporate (with respect to those Arkansas Guarantors which are corporations) or limited liability company (with respect to those Arkansas Guarantors which are limited liability companies) power and authority to execute, deliver and perform its obligations under the Indenture, including its guarantee of the Exchange Notes.

(3) The execution and delivery by each Arkansas Guarantor of the Indenture and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indenture, have been duly authorized by each Arkansas Guarantor.

This opinion letter is limited to the effect of State Law upon the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion letter.


KUTAK ROCK LLP

Quorum Health Corporation

Page 4

 

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including, without limitation, any opinions as to the enforceability of the Transaction Documents. We expressly assume that the Transaction Documents, contain typical and customary terms and provisions and that the Transaction Documents are enforceable in accordance with their terms. This opinion letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

 

Sincerely,
/s/ KUTAK ROCK LLP


KUTAK ROCK LLP

Quorum Health Corporation

Page 5

 

Schedule I

Arkansas Guarantors

 

Name of Arkansas Guarantor

  

State of Organization

Forrest City Arkansas Hospital Company, LLC    AR
Forrest City Hospital Corporation    AR
Phillips Hospital Corporation    AR


KUTAK ROCK LLP

Quorum Health Corporation

Page 6

 

Exhibit A

Organizational Documents

 

1. Forrest City Arkansas Hospital Company, LLC, an Arkansas limited liability company

 

  A. Articles of Organization filed with the Arkansas Secretary of State as of January 31, 2006 and certified by the Arkansas Secretary of State as of February 15, 2017;

 

  B. Operating Agreement dated January 31, 2006;

 

  C. First Amendment to Operating Agreement dated April 19, 2006;

 

  D. the resolutions regarding such entity attached to the Officers’ Certificate as Appendix B (the “Resolutions”); and

 

  E. Certificate of Good Standing issued by the Arkansas Secretary of State as of February 20, 2017.

 

2. Forrest City Hospital Corporation, an Arkansas corporation

 

  A. Articles of Incorporation filed with the Arkansas Secretary of State as of January 31, 2006 and certified by the Arkansas Secretary of State as of February 15, 2017;

 

  B. Bylaws dated January 31, 2006;

 

  C. the Resolutions regarding such entity; and

 

  D. Certificate of Good Standing issued by the Arkansas Secretary of State as of February 20, 2017.

 

3. Phillips Hospital Corporation, an Arkansas corporation

 

  A. Articles of Incorporation filed with the Arkansas Secretary of State as of January 24, 2002 and certified by the Arkansas Secretary of State as of February 15, 2017;

 

  B. Bylaws dated January 24, 2002;

 

  C. the Resolutions regarding such entity; and

 

  D. Certificate of Good Standing issued by the Arkansas Secretary of State as of February 20, 2017.