EXHIBIT 5


                      (BASS, BERRY & SIMS PLC LETTERHEAD)



                               December 21, 2004

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 December 21, 2004, 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.





HCA Inc.
December 21, 2004
Page 2


            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 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