EX-5.1 81 d318238dex51.htm EXHIBIT 5.1 Exhibit 5.1

OPINION OF KIRKLAND & ELLIS LLP

Exhibit 5.1

March 21, 2012

CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as legal counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), Community Health Systems, Inc., a Delaware corporation, (“Parent”) and each of the other guarantors listed on Schedule A hereto (collectively, the “Guarantors” and each a “Guarantor” and together with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $2,000,000,000 in aggregate principal amount of the Issuer’s 8.00% Senior Notes due 2019 (the “Exchange Notes”), to be guaranteed (the “Guarantees”) by the Guarantors, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about March 21, 2012. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Exchange Notes are to be issued pursuant to the Indenture dated as of November 22, 2011, as supplemented by the First Supplemental Indenture, dated as of January 31, 2012 (as supplemented, the “Indenture”), in each case, by and among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Notes are to be issued in exchange for and in replacement of (i) the Issuer’s $1,000,000,000 aggregate principal amount of 8.00% Senior Notes due 2019 issued on November 22, 2011 (the “Existing Notes”), and (ii) the Issuer’s $1,000,000,000 aggregate principal amount of 8.00% Senior Notes due 2019 issued on March 21, 2012 as additional notes under the Indenture (the “Add-On Notes” and, together with the Existing Notes, the “Old Notes”), of which collectively $2,000,000,000 in aggregate principal amount is outstanding and is subject to the exchange offer pursuant to the Registration Statement.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the articles of incorporation, bylaws, operating agreements and partnership agreements of the Issuer and the Guarantors, (ii) resolutions, consents and minutes of the Issuer and the Guarantors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as November 22, 2011, by and among the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers party thereto (the “2011 Registration Rights Agreement”), (vi) the Registration Rights Agreement, dated as March 21, 2012, by and among the Issuer, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers party thereto (the


“2012 Registration Rights Agreement” and, together with the 2011 Registration Rights Agreement, the “Registration Rights Agreements”) and (vii) forms of the Exchange Notes and the Guarantees.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer and the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and the Guarantors.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued and binding obligations of the Issuer and the Guarantees will be validly issued and binding obligations of the Guarantors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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 promulgated thereunder.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and Delaware law and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

 

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This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

We have also assumed that the execution and delivery of the Indenture and the Exchange Notes and the performance by the Issuer and the Guarantors of their obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which any Registrant is bound, except those agreements and instruments that have been identified by the Issuer and the Guarantors as being material to them and that have been filed as exhibits to the Registration Statement.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.

 

Yours very truly,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

 

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Schedule A

 

Guarantors

  

Jurisdiction of Incorporation

or Formation

Community Health Systems, Inc.

   DE

Abilene Hospital, LLC

   DE

Abilene Merger, LLC

   DE

Anna Hospital Corporation

   IL

Berwick Hospital Company, LLC

   DE

Big Bend Hospital Corporation

   TX

Big Spring Hospital Corporation

   TX

Birmingham Holdings, LLC

   DE

Birmingham Holdings II, LLC

   DE

Bluefield Holdings, LLC

   DE

Bluefield Hospital Company, LLC

   DE

Bluffton Health System, LLC

   DE

Brownsville Hospital Corporation

   TN

Brownwood Hospital, L.P.

   DE

Brownwood Medical Center, LLC

   DE

Bullhead City Hospital Corporation

   AZ

Bullhead City Hospital Investment Corporation

   DE

Carlsbad Medical Center, LLC

   DE

Centre Hospital Corporation

   AL

CHHS Holdings, LLC

   DE

CHS Kentucky Holdings, LLC

   DE

CHS Pennsylvania Holdings, LLC

   DE

CHS Virginia Holdings, LLC

   DE

CHS Washington Holdings, LLC

   DE

Clarksville Holdings, LLC

   DE

Cleveland Hospital Corporation

   TN

Cleveland Tennessee Hospital Company, LLC

   DE

 

4


Guarantors

  

Jurisdiction of Incorporation

or Formation

Clinton Hospital Corporation

   PA

Coatesville Hospital Corporation

   PA

College Station Hospital, L.P.

   DE

College Station Medical Center, LLC

   DE

College Station Merger, LLC

   DE

Community GP Corp.

   DE

Community Health Investment Company, LLC

   DE

Community LP Corp.

   DE

CP Hospital GP, LLC

   DE

CPLP, LLC

   DE

Crestwood Hospital, LLC

   DE

Crestwood Hospital, LP, LLC

   DE

CSMC, LLC

   DE

CSRA Holdings, LLC

   DE

Deaconess Holdings, LLC

   DE

Deaconess Hospital Holdings, LLC

   DE

Deming Hospital Corporation

   NM

Desert Hospital Holdings, LLC

   DE

Detar Hospital, LLC

   DE

DHFW Holdings, LLC

   DE

DHSC, LLC

   DE

Dukes Health System, LLC

   DE

Dyersburg Hospital Corporation

   TN

Emporia Hospital Corporation

   VA

Evanston Hospital Corporation

   WY

Fallbrook Hospital Corporation

   DE

Foley Hospital Corporation

   AL

Forrest City Arkansas Hospital Company, LLC

   AR

Forrest City Hospital Corporation

   AR

Fort Payne Hospital Corporation

   AL

Frankfort Health Partner, Inc.

   IN

 

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Guarantors

  

Jurisdiction of Incorporation

or Formation

Franklin Hospital Corporation

   VA

Gadsden Regional Medical Center, LLC

   DE

Galesburg Hospital Corporation

   IL

Granbury Hospital Corporation

   TX

Granite City Hospital Corporation

   IL

Granite City Illinois Hospital Company, LLC

   IL

Greenville Hospital Corporation

   AL

GRMC Holdings, LLC

   DE

Hallmark Healthcare Company, LLC

   DE

Hobbs Medco, LLC

   DE

Hospital of Barstow, Inc.

   DE

Hospital of Fulton, Inc.

   KY

Hospital of Louisa, Inc.

   KY

Hospital of Morristown, Inc.

   TN

Jackson Hospital Corporation (KY)

   KY

Jackson Hospital Corporation (TN)

   TN

Jourdanton Hospital Corporation

   TX

Kay County Hospital Corporation

   OK

Kay County Oklahoma Hospital Company, LLC

   OK

Kirksville Hospital Company, LLC

   DE

Lakeway Hospital Corporation

   TN

Lancaster Hospital Corporation

   DE

Las Cruces Medical Center, LLC

   DE

Lea Regional Hospital, LLC

   DE

Lexington Hospital Corporation

   TN

Longview Merger, LLC

   DE

LRH, LLC

   DE

Lutheran Health Network of Indiana, LLC

   DE

Marion Hospital Corporation

   IL

Martin Hospital Corporation

   TN

Massillon Community Health System LLC

   DE

 

6


Guarantors

  

Jurisdiction of Incorporation

or Formation

Massillon Health System LLC

   DE

Massillon Holdings, LLC

   DE

McKenzie Tennessee Hospital Company, LLC

   DE

McNairy Hospital Corporation

   TN

MCSA, L.L.C.

   AR

Medical Center of Brownwood, LLC

   DE

Merger Legacy Holdings, LLC

   DE

MMC of Nevada, LLC

   DE

Moberly Hospital Company, LLC

   DE

MWMC Holdings, LLC

   DE

Nanticoke Hospital Company, LLC

   DE

National Healthcare of Leesville, Inc.

   DE

National Healthcare of Mt. Vernon, Inc.

   DE

National Healthcare of Newport, Inc.

   DE

Navarro Hospital, L.P.

   DE

Navarro Regional, LLC

   DE

NC-DSH, LLC

   NV

Northampton Hospital Company, LLC

   DE

Northwest Hospital, LLC

   DE

NOV Holdings, LLC

   DE

NRH, LLC

   DE

Oak Hill Hospital Corporation

   WV

Oro Valley Hospital, LLC

   DE

Palmer-Wasilla Health System, LLC

   DE

Payson Hospital Corporation

   AZ

Peckville Hospital Company, LLC

   DE

Pennsylvania Hospital Company, LLC

   DE

Phillips Hospital Corporation

   AR

Phoenixville Hospital Company, LLC

   DE

Pottstown Hospital Company, LLC

   DE

QHG Georgia Holdings, Inc.

   GA

 

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Guarantors

  

Jurisdiction of Incorporation

or Formation

QHG Georgia Holdings II, LLC

   DE

QHG Georgia, LP

   GA

QHG of Bluffton Company, LLC

   DE

QHG of Clinton County, Inc.

   IN

QHG of Enterprise, Inc.

   AL

QHG of Forrest County, Inc.

   MS

QHG of Fort Wayne Company, LLC

   DE

QHG of Hattiesburg, Inc.

   MS

QHG of Massillon, Inc.

   OH

QHG of South Carolina, Inc.

   SC

QHG of Spartanburg, Inc.

   SC

QHG of Springdale, Inc.

   AR

QHG of Warsaw Company, LLC

   DE

Quorum Health Resources, LLC

   DE

Red Bud Hospital Corporation

   IL

Red Bud Illinois Hospital Company, LLC

   IL

Regional Hospital of Longview, LLC

   DE

River Region Medical Corporation

   MS

Roswell Hospital Corporation

   NM

Ruston Hospital Corporation

   DE

Ruston Louisiana Hospital Company, LLC

   DE

SACMC, LLC

   DE

Salem Hospital Corporation

   NJ

San Angelo Community Medical Center, LLC

   DE

San Angelo Medical, LLC

   DE

San Miguel Hospital Corporation

   NM

Scranton Holdings, LLC

   DE

Scranton Hospital Company, LLC

   DE

Scranton Quincy Holdings, LLC

   DE

Scranton Quincy Hospital Company, LLC

   DE

Shelbyville Hospital Corporation

   TN

 

8


Guarantors

  

Jurisdiction of Incorporation

or Formation

Siloam Springs Arkansas Hospital Company, LLC

   DE

Siloam Springs Holdings, LLC

   DE

Southern Texas Medical Center, LLC

   DE

Spokane Valley Washington Hospital Company, LLC

   DE

Spokane Washington Hospital Company, LLC

   DE

Tennyson Holdings, LLC

   DE

Tomball Texas Holdings, LLC

   DE

Tomball Texas Hospital Company, LLC

   DE

Tooele Hospital Corporation

   UT

Triad Healthcare Corporation

   DE

Triad Holdings III, LLC

   DE

Triad Holdings IV, LLC

   DE

Triad Holdings V, LLC

   DE

Triad Nevada Holdings, LLC

   DE

Triad of Alabama, LLC

   DE

Triad of Oregon, LLC

   DE

Triad-ARMC, LLC

   DE

Triad-El Dorado, Inc.

   AR

Triad-Navarro Regional Hospital Subsidiary, LLC

   DE

Tunkhannock Hospital Company, LLC

   DE

VHC Medical, LLC

   DE

Vicksburg Healthcare, LLC

   DE

Victoria Hospital, LLC

   DE

Victoria of Texas, L.P.

   DE

Virginia Hospital Company, LLC

   VA

Warren Ohio Hospital Company, LLC

   DE

Warren Ohio Rehab Hospital Company, LLC

   DE

Watsonville Hospital Corporation

   DE

Waukegan Hospital Corporation

   IL

Waukegan Illinois Hospital Company, LLC

   IL

Weatherford Hospital Corporation

   TX

 

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Guarantors

  

Jurisdiction of Incorporation

or Formation

Weatherford Texas Hospital Company, LLC

   TX

Webb Hospital Corporation

   DE

Webb Hospital Holdings, LLC

   DE

Wesley Health System, LLC

   DE

West Grove Hospital Company, LLC

   DE

WHMC, LLC

   DE

Wilkes-Barre Behavioral Hospital Company, LLC

   DE

Wilkes-Barre Holdings, LLC

   DE

Wilkes-Barre Hospital Company, LLC

   DE

Williamston Hospital Corporation

   NC

Women & Children’s Hospital, LLC

   DE

Woodland Heights Medical Center, LLC

   DE

Woodward Health System, LLC

   DE

Youngstown Ohio Hospital Company, LLC

   DE

 

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