EX-5.1 28 y83688exv5w1.htm EX-5.1 exv5w1
Exhibit 5.1
Simpson Thacher & Bartlett llp
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
 

Facsimile (212) 455-2502
April 7, 2010
HCA Inc.
One Park Plaza
Nashville, TN 37203
Ladies and Gentlemen:
     We have acted as counsel to HCA Inc., a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $310,000,000 aggregate principal amount of 97/8% Senior Secured Notes due 2017 (the “2017 Exchange Notes”), $1,500,000,000 aggregate principal amount of 81/2% Senior Secured Notes due 2019 (the “2019 Exchange Notes”), $1,250,000,000 aggregate principal amount of 77/8% Senior Secured Notes due 2020 (the “February 2020 Exchange Notes”) and $1,400,000,000 aggregate principal amount of 71/4% Senior Secured Notes due 2020 (the “September 2020 Exchange Notes” and, together with the 2017 Exchange Notes, the 2019 Exchange Notes and the February 2020 Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The 2017 Exchange Notes and the related Guarantees will be issued under an indenture dated as

 

 

         
HCA Inc.   -2-   April 7, 2010
of February 19, 2009 (the “February 2009 Indenture”) among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Junior Lien Trustee”); the 2019 Exchange Notes and the related Guarantees will be issued under an indenture dated as of April 22, 2009 (the “April 2009 Indenture”) among the Company, the Guarantors, Law Debenture Trust Company of New York, as trustee (the “First Lien Trustee” and, together with the Junior Lien Trustee, the “Trustees”), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (the “Paying Agent”); the February 2020 Exchange Notes and the related Guarantees will be issued under an indenture dated as of August 11, 2009 (the “August 2009 Indenture”) among the Company, the Guarantors, the First Lien Trustee and the Paying Agent; and the September 2020 Exchange Notes and the related Guarantees will be issued under an indenture dated as of March 10, 2010 (the “March 2010 Indenture” and together with the February 2009 Indenture, the April 2009 Indenture and the August 2009 Indenture, the “Indentures”) among the Company, the Guarantors, the First Lien Trustee and the Paying Agent. The Company will offer the 2017 Exchange Notes in exchange for $310,000,000 aggregate principal amount of its outstanding 97/8% Senior Secured Notes due 2017, the 2019 Exchange Notes in exchange for $1,500,000,000 aggregate principal amount of its outstanding 81/2% Senior Secured Notes due 2019, the February 2020 Exchange Notes in exchange for $1,250,000,000 aggregate principal amount of its outstanding 77/8% Senior Secured Notes due 2020 and the September 2020 Exchange Notes in exchange for $1,400,000,000 aggregate principal amount of its outstanding 71/4% Senior Secured Notes due 2020.
     We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the

 

 

         
HCA Inc.   -3-   April 7, 2010
originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
     In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligations of the Junior Lien Trustee, the First Lien Trustee and the Paying Agent, as the case may be.
     We have assumed further that (1) each of the Guarantors listed on Schedule I (the “Schedule I Guarantors”) has duly authorized, executed and delivered the Indentures in accordance with the law of the jurisdiction in which it was organized, (2) execution, delivery and performance by each of the Schedule I Guarantors of the Indentures, the Exchange Notes and the Guarantees do not and will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or partnership agreement, as the case may be, of the Schedule I Guarantors or the law of the jurisdiction in which each such Schedule I Guarantor was organized or any other applicable law (excepting the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Company and each

 

 

         
HCA Inc.   -4-   April 7, 2010
Guarantor of the Indentures, the Exchange Notes and the Guarantees do not and will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.
     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
     1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
     2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
     Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
     We express no opinion as to the validity, legally binding effect or enforceability of any provision of the Indentures or the Exchange Notes that requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) the waiver of

 

 

         
HCA Inc.   -5-   April 7, 2010
rights and defenses contained in Sections 4.16(2), 12.01 and 14.07 of each Indenture or (ii) Section 12.01 and 14.13 of each Indenture relating to severability.
     In addition, we do not express any opinion herein with respect to any matters subject to any statute, judicial ruling or decree, and any administrative or governmental regulation of the United States of America or any state or other political subdivision thereof pertaining to the operating of hospitals and other health care facilities or the provision of health care services, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996; the Balanced Budget Act of 1997; Titles XVIII and XIX of the Social Security Act, 42 U.S.C. § 1395 et seq. and § 1396 et seq.; the federal anti-kickback statute, 42 U.S.C. §1320a-7b(b); the civil monetary penalties law, 42 U.S.C. § 1320a-7a; the civil False Claims Act, 31 U.S.C. §§ 3729-3733; the administrative False Claims Act, 42 U.S.C. § 1320a-7b(a); the “Stark” physician self-referral law, 42 U.S.C. § 1395nn, and similar state laws; the Emergency Medical Treatment and Active Labor Act; the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (P.L. 108-173); the Deficit Reduction Act of 2005; the American Recovery and Reinvestment Act of 2009; the Health Care and Education Reconciliation Act of 2010 (H.R. 4872); federal, state and local licensing, certification and accreditation regulations; and state laws relating to Certificates of Need, and the rules and regulations promulgated thereunder (collectively, the “Health Care Laws”).
     We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States (other than any Health Care Law), the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the

 

 

         
HCA Inc.   -6-   April 7, 2010
Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP

 

 

Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
     
    Jurisdiction of
    Incorporation or
Entity Name   Formation
Bay Hospital, Inc.
  FL
Brigham City Community Hospital, Inc.
  UT
Brookwood Medical Center of Gulfport, Inc.
  MS
Capital Division, Inc.
  VA
Central Florida Regional Hospital, Inc.
  FL
Central Shared Services, LLC
  VA
Central Tennessee Hospital Corporation
  TN
Chippenham & Johnston-Willis Hospitals, Inc.
  VA
Colorado Health Systems, Inc.
  CO
Columbia ASC Management, L.P.
  CA
Columbia Jacksonville Healthcare System, Inc.
  FL
Columbia LaGrange Hospital, Inc.
  IL
Columbia Medical Center of Arlington Subsidiary, L.P.
  TX
Columbia Medical Center of Denton Subsidiary, L.P.
  TX
Columbia Medical Center of Las Colinas, Inc.
  TX
Columbia Medical Center of Lewisville Subsidiary, L.P.
  TX
Columbia Medical Center of McKinney Subsidiary, L.P.
  TX
Columbia Medical Center of Plano Subsidiary, L.P.
  TX
Columbia North Hills Hospital Subsidiary, L.P.
  TX
Columbia Ogden Medical Center, Inc.
  UT
Columbia Parkersburg Healthcare System, LLC
  WV
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.
  TX
Columbia Polk General Hospital, Inc.
  GA
Columbia Riverside, Inc.
  CA
Columbia/Alleghany Regional Hospital, Incorporated
  VA
Columbia/HCA John Randolph, Inc.
  VA
Columbine Psychiatric Center, Inc.
  CO
Columbus Cardiology, Inc.
  GA
Conroe Hospital Corporation
  TX
Dauterive Hospital Corporation
  LA
Dublin Community Hospital, LLC
  GA
Eastern Idaho Health Services, Inc.
  ID
Edward White Hospital, Inc.
  FL
El Paso Surgicenter, Inc.
  TX
Encino Hospital Corporation, Inc.
  CA
Fairview Park, Limited Partnership
  GA
Frankfort Hospital, Inc.
  KY

 

 

     
    Jurisdiction of
    Incorporation or
Entity Name   Formation
Galen Property, LLC
  VA
Green Oaks Hospital Subsidiary, L.P.
  TX
Greenview Hospital, Inc.
  KY
HCA Central Group, Inc.
  TN
HCA Health Services of Florida, Inc.
  FL
HCA Health Services of Louisiana, Inc.
  LA
HCA Health Services of Oklahoma, Inc.
  OK
HCA Health Services of Tennessee, Inc.
  TN
HCA Health Services of Virginia, Inc.
  VA
HCA Realty, Inc.
  TN
HD&S Corp. Successor, Inc.
  FL
Health Midwest Office Facilities Corporation
  MO
Health Midwest Ventures Group, Inc.
  MO
Hendersonville Hospital Corporation
  TN
Hospital Corporation of Tennessee
  TN
Hospital Corporation of Utah
  UT
HSS Virginia, L.P.
  VA
HTI Memorial Hospital Corporation
  TN
Integrated Regional Lab, LLC
  FL
Integrated Regional Laboratories, LLP
  DE
KPH-Consolidation, Inc.
  TX
Largo Medical Center, Inc.
  FL
Las Vegas Surgicare, Inc.
  NV
Lawnwood Medical Center, Inc.
  FL
Lewis-Gale Hospital, Incorporated
  VA
Lewis-Gale Physicians, LLC
  VA
Los Robles Regional Medical Center
  CA
Marietta Surgical Center, Inc.
  GA
Marion Community Hospital, Inc.
  FL
MCA Investment Company
  CA
Memorial Healthcare Group, Inc.
  FL
Midwest Division — RBH, LLC
  MO
Montgomery Regional Hospital, Inc.
  VA
Mountain View Hospital, Inc.
  UT
National Patient Account Services, Inc.
  TX
Nashville Shared Services General Partnership
  DE
New Port Richey Hospital, Inc.
  FL
New Rose Holding Company, Inc.
  CO
North Florida Immediate Care Center, Inc.
  FL
North Florida Regional Medical Center, Inc.
  FL
Northern Utah Healthcare Corporation
  UT
Northern Virginia Community Hospital, LLC
  VA

 

 

     
    Jurisdiction of
    Incorporation or
Entity Name   Formation
Northlake Medical Center, LLC
  GA
Notami Hospitals of Louisiana, Inc.
  LA
Okaloosa Hospital, Inc.
  FL
Okeechobee Hospital, Inc.
  FL
Palmyra Park Hospital, Inc.
  GA
Pasadena Bayshore Hospital, Inc.
  TX
Pulaski Community Hospital, Inc.
  VA
Redmond Park Hospital, LLC
  GA
Redmond Physician Practice Company
  GA
The Regional Health System of Acadiana, LLC
  LA
Retreat Hospital, LLC
  VA
Rio Grande Regional Hospital, Inc.
  TX
Riverside Healthcare System, L.P.
  CA
Sarasota Doctors Hospital, Inc.
  FL
Southern Hills Medical Center, LLC
  NV
Spotsylvania Medical Center, Inc.
  VA
Spring Branch Medical Center, Inc.
  TX
Spring Hill Hospital, Inc.
  TN
St. Mark’s Lone Peak Hospital, Inc.
  UT
Sun City Hospital, Inc.
  FL
Sunrise Mountainview Hospital, Inc.
  NV
Surgicare of Brandon, Inc.
  FL
Surgicare of Florida, Inc.
  FL
Surgicare of Houston Women’s, Inc.
  TX
Surgicare of Manatee, Inc.
  FL
Surgicare of New Port Richey, Inc.
  FL
Surgicare of Palms West, LLC
  FL
Surgicare of Riverside, LLC
  CA
Tallahassee Medical Center, Inc.
  FL
TCMC Madison-Portland, Inc.
  TN
Terre Haute MOB, L.P.
  IN
Timpanogos Regional Medical Services, Inc.
  UT
VH Holdco, Inc.
  NV
VH Holdings, Inc.
  NV
Virginia Psychiatric Company, Inc.
  VA
W & C Hospital, Inc.
  TX
Walterboro Community Hospital, Inc.
  SC
West Florida Regional Medical Center, Inc.
  FL
West Valley Medical Center, Inc.
  ID
Western Plains Capital, Inc.
  NV
WHMC, Inc.
  TX
Woman’s Hospital of Texas, Incorporated
  TX

 

 

Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
     
    Jurisdiction of
    Incorporation or
Entity Name   Formation
American Medicorp Development Co.
  Delaware
Centerpoint Medical Center of Independence, LLC
  Delaware
CHCA Bayshore, L.P.
  Delaware
CHCA Conroe, L.P.
  Delaware
CHCA Mainland, L.P.
  Delaware
CHCA West Houston, L.P.
  Delaware
CHCA Woman’s Hospital, L.P.
  Delaware
CMS GP, LLC
  Delaware
Columbia Rio Grande Healthcare, L.P.
  Delaware
Columbia Valley Healthcare System, L.P.
  Delaware
Dallas/Ft. Worth Physician, LLC
  Delaware
EP Health, LLC
  Delaware
Fairview Park GP, LLC
  Delaware
Good Samaritan Hospital, L.P.
  Delaware
Goppert-Trinity Family Care, LLC
  Delaware
GPCH-GP, Inc.
  Delaware
Grand Strand Regional Medical Center, LLC
  Delaware
HCA — IT&S Field Operations, Inc.
  Delaware
HCA — IT&S Inventory Management, Inc.
  Delaware
HCA Management Services, L.P.
  Delaware
Healthtrust MOB, LLC
  Delaware
Hospital Development Properties, Inc.
  Delaware
HSS Holdco, LLC
  Delaware
HSS Systems VA, LLC
  Delaware
HSS Systems, LLC
  Delaware
JFK Medical Center Limited Partnership
  Delaware
Lakeland Medical Center, LLC
  Delaware
Lakeview Medical Center, LLC
  Delaware
Lewis-Gale Medical Center, LLC
  Delaware
Management Services Holdings, Inc.
  Delaware
Medical Centers of Oklahoma, LLC
  Delaware
Medical Office Buildings of Kansas, LLC
  Delaware
Midwest Division — ACH, LLC
  Delaware
Midwest Division — LRHC, LLC
  Delaware
Midwest Division — LSH, LLC
  Delaware
Midwest Division — MCI, LLC
  Delaware

 

 

     
    Jurisdiction of
    Incorporation or
Entity Name   Formation
Midwest Division — MMC, LLC
  Delaware
Midwest Division — OPRMC, LLC
  Delaware
Midwest Division — PFC, LLC
  Delaware
Midwest Division — RMC, LLC
  Delaware
Midwest Division — RPC, LLC
  Delaware
Midwest Holdings, Inc.
  Delaware
Notami Hospitals, LLC
  Delaware
Outpatient Cardiovascular Center of Central Florida, LLC
  Delaware
Palms West Hospital Limited Partnership
  Delaware
Plantation General Hospital, L.P.
  Delaware
Reston Hospital Center, LLC
  Delaware
Riverside Hospital, Inc.
  Delaware
Samaritan, LLC
  Delaware
San Jose Healthcare System, LP
  Delaware
San Jose Hospital, L.P.
  Delaware
San Jose Medical Center, LLC
  Delaware
San Jose, LLC
  Delaware
SJMC, LLC
  Delaware
Terre Haute Hospital GP, Inc.
  Delaware
Terre Haute Hospital Holdings, Inc.
  Delaware
Terre Haute Regional Hospital, L.P.
  Delaware
Trident Medical Center, LLC
  Delaware
Utah Medco, LLC
  Delaware
Wesley Medical Center, LLC
  Delaware