Exhibit 5

                     [LETTERHEAD OF BASS, BERRY & SIMS PLC]


                                  May 3, 2002

HCA Inc.
One Park Plaza
Nashville, TN 37203

         Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to HCA Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") on May 3, 2002, with respect to the
proposed issuance from time to time, pursuant to Rule 415 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate
principal amount of $1.5 billion of debt securities (the "Debt Securities") of
the Company.

         The Debt Securities are to be issued in one or more series pursuant to
the terms of an indenture dated December 16, 1993, between the Company and The
First National Bank of Chicago, as trustee, as supplemented by the First
Supplemental Indenture dated as of May 25, 2000, between the Company and Bank
One Trust Company, N.A., the successor of The First National Bank of Chicago, as
trustee, as further supplemented by the Second Supplemental Indenture dated as
of July 1, 2002, between the Company and Bank One Trust Company, N.A., as
further supplemented by the Third Supplemental Indenture dated as of December 5,
2001, between the Company and The Bank of New York, the successor of Bank One
Trust Company, N.A., as trustee (the indenture, together will all supplements,
shall be referred to as the "Indenture").

         In our capacity as counsel to the Company, we have examined (i) the
Registration Statement, (ii) the Indenture, and (iii) the originals, or copies
identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons, and
such other documents, agreements and instruments as we have deemed necessary as
a basis for the opinions hereinafter expressed.

         In our examination, we have assumed (i) the legal capacity of all
natural persons, (ii) the genuineness of all signatures, (iii) the authenticity
of all documents submitted to us as originals, (iv) the conformity with the
originals of all documents submitted to us as copies, (v) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and comply with all applicable laws; (vi) a
prospectus supplement will have been prepared and filed with the Commission
describing the Debt Securities offered thereby; (vii) all Debt Securities will
be issued and sold in compliance with applicable federal



HCA Inc.
May 3, 2002
Page 2

and state securities laws and in the manner stated in the Registration Statement
and the applicable prospectus supplement; (viii) the Indenture, together with
any supplemental indenture or other instruments establishing a series of Debt
Securities to be issued under the Indenture, will be duly authorized, executed
and delivered by the parties thereto in substantially the form reviewed by us or
with changes that do not affect the opinions given hereunder; and (ix) a
definitive purchase, underwriting or similar agreement with respect to the Debt
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto.

         Based on the foregoing, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that the Debt
Securities have been duly authorized and, when (i) the final terms thereof have
been duly established and approved in accordance with the Indenture, and (ii)
the Debt Securities have been duly executed by the Company and authenticated by
the trustee in accordance with the Indenture and delivered to and paid for by
the purchasers thereof, the Debt Securities will be legally issued and will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with the terms thereof, except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).

         We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Opinions" and the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement.


                                              Very truly yours,

                                              /s/ Bass, Berry & Sims PLC