Attached files
Exhibit 5.5
[LETTERHEAD OF BASS, BERRY & SIMS PLC]
March 16, 2017
Community Health Systems, Inc.
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
| Re: | Offering of 6.250% Senior Secured Notes due 2023 of CHS/Community Health Systems, Inc. |
Ladies and Gentlemen:
We have acted as counsel to Community Health Systems, Inc. (“Parent”), CHS/Community Health Systems, Inc. (“CHS”) and the entities identified on Schedule I attached hereto (the “Delaware/Tennessee Subsidiary Guarantors”), each organized and existing under the laws of the States of Tennessee or Delaware, as applicable, in connection with the issuance by CHS of $2,200,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2023 (collectively, the “Notes”), to be guaranteed by Parent and the Delaware/Tennessee Subsidiary Guarantors. The Notes are being issued under an Indenture, dated March 16, 2017 (the “Base Indenture”), by and between CHS and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”), as supplemented and amended by a First Supplemental Indenture dated March 16, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among CHS, Parent, the Delaware/Tennessee Subsidiary Guarantors, the other guarantors party thereto and the Trustee. The Notes are being guaranteed by Parent and the Delaware/Tennessee Subsidiary Guarantors pursuant to the guarantee included in the Indenture (the “Guarantee”).
This opinion letter is being provided to you at the request of Parent, CHS and the Delaware/Tennessee Subsidiary Guarantors in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).
In rendering our opinions herein, we have relied with respect to factual matters, upon the certificate with respect to various factual matters signed by an officer of each of Parent, CHS and the Delaware/Tennessee Subsidiary Guarantors and dated the date of this opinion, and certificates of public officials referred to below. In addition, we have reviewed and relied upon such corporate or other organizational documents of Parent, CHS and the Delaware/Tennessee Subsidiary Guarantors and such other records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the Indenture (including the Guarantee set forth therein).
We have assumed that all documents referenced below are the valid and binding obligations of and enforceable against the parties thereto. We have also assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies, the legal capacity of all natural persons and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.
Except as expressly set forth in this opinion letter, we have made no independent investigation or inquiry as to the accuracy or completeness of any representation, warranty, data, certificate or other information, written or oral, made or furnished to us in connection with the issuance of the Notes or the Guarantee.
The opinions expressed herein are limited in all respects to the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the laws of the State of Tennessee, and no opinion is expressed with respect to (i) any federal laws of the United States of America or any other jurisdiction, or any effect which such laws may have on the opinions expressed herein, (ii) the bylaws, rules or regulations of the Financial Industry Regulatory Authority, Inc. or (iii) the securities or “blue sky” laws of any jurisdiction. We are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
We have not undertaken any independent investigation to determine the existence or absence of facts, and no inference as to our knowledge of the existence or absence of any such facts should be drawn from the fact of our representation of Parent, CHS or the Delaware/Tennessee Subsidiary Guarantors.
With regard to our opinion in paragraph 1 below with respect to Parent’s, CHS’s and the Delaware/Tennessee Subsidiary Guarantors’ existence, we have based our opinions solely upon examination of the certificates of good standing issued by the Delaware Secretary of State and the Tennessee Secretary of State as of a recent date.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(1) Each of Parent, CHS and the Delaware/Tennessee Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.
(2) CHS has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and to issue the Notes.
(3) Each of Parent and the Delaware/Tennessee Subsidiary Guarantors has all requisite corporate, limited liability or partnership power and authority, as applicable, to execute, deliver and perform its obligations under the Indenture (including the Guarantee set forth therein).
(4) The execution and delivery by CHS of the Notes and the Indenture and the performance by CHS of its obligations thereunder have been duly authorized by all requisite corporate action on the part of CHS.
(5) The execution and delivery by Parent and each of the Delaware/Tennessee Subsidiary Guarantors of the Indenture (including the Guarantee set forth therein) and the performance by Parent and each of the Delaware/Tennessee Subsidiary Guarantors of its respective obligations thereunder have been duly authorized by all requisite corporate, limited liability or partnership action, as applicable, on the part of Parent and each such Delaware/Tennessee Subsidiary Guarantor.
(6) The Notes and the Indenture have been duly executed and delivered by CHS.
(7) The Indenture (including the Guarantee set forth therein) has been duly executed and delivered by Parent and each of the Delaware/Tennessee Subsidiary Guarantors.
We hereby consent to the filing of this opinion letter as an exhibit to Parent’s Current Report on Form 8-K relating to the Notes and the Guarantee and to the reference to our firm under the heading “Legal Matters” included in or made part of the registration statement on Form S-3 (No. 333-203918) filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2015, as amended by the post-effective amendment No. 1 filed with the Commission on March 3, 2017. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| /s/ Bass, Berry & Sims PLC |
Schedule I
Delaware/Tennessee Subsidiary Guarantors
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Abilene Hospital, LLC |
DE | |
| Abilene Merger, LLC |
DE | |
| Affinity Health Systems, LLC |
DE | |
| Affinity Hospital, LLC |
DE | |
| Berwick Hospital Company, LLC |
DE | |
| Birmingham Holdings II, LLC |
DE | |
| Birmingham Holdings, LLC |
DE | |
| Bluefield Holdings, LLC |
DE | |
| Bluefield Hospital Company, LLC |
DE | |
| Bluffton Health System LLC |
DE | |
| Brownwood Hospital, L.P. |
DE | |
| Brownwood Medical Center, LLC |
DE | |
| Bullhead City Hospital Investment Corporation |
DE | |
| Campbell County HMA, LLC |
TN | |
| Carlsbad Medical Center, LLC |
DE | |
| Carolinas Holdings, LLC |
DE | |
| Carolinas JV Holdings General, LLC |
DE | |
| Carolinas JV Holdings, L.P. |
DE | |
| Central Florida HMA Holdings, LLC |
DE | |
| Central States HMA Holdings, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Chestnut Hill Health System, LLC |
DE | |
| CHHS Holdings, LLC |
DE | |
| CHHS Hospital Company, LLC |
DE | |
| CHS Pennsylvania Holdings, LLC |
DE | |
| CHS Tennessee Holdings, LLC |
DE | |
| CHS Virginia Holdings, LLC |
DE | |
| CHS Washington Holdings, LLC |
DE | |
| Clarksville Holdings II, LLC |
DE | |
| Clarksville Holdings, LLC |
DE | |
| Cleveland Hospital Company, LLC |
TN | |
| Cleveland Tennessee Hospital Company, LLC |
DE | |
| Cocke County HMA, LLC |
TN | |
| College Station Hospital, L.P. |
DE | |
| College Station Medical Center, LLC |
DE | |
| College Station Merger, LLC |
DE | |
| Community Health Investment Company, LLC |
DE | |
| CP Hospital GP, LLC |
DE | |
| CPLP, LLC |
DE | |
| Crestwood Healthcare, L.P. |
DE | |
| Crestwood Hospital LP, LLC |
DE | |
| Crestwood Hospital, LLC |
DE | |
| CSMC, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Deaconess Holdings, LLC |
DE | |
| Deaconess Hospital Holdings, LLC |
DE | |
| Desert Hospital Holdings, LLC |
DE | |
| Detar Hospital, LLC |
DE | |
| DHFW Holdings, LLC |
DE | |
| Dukes Health System, LLC |
DE | |
| Dyersburg Hospital Company, LLC |
TN | |
| Florida HMA Holdings, LLC |
DE | |
| Gadsden Regional Medical Center, LLC |
DE | |
| GRMC Holdings, LLC |
DE | |
| Hallmark Healthcare Company, LLC |
DE | |
| Health Management Associates, LLC |
DE | |
| Health Management Associates, LP |
DE | |
| Health Management General Partner I, LLC |
DE | |
| Health Management General Partner, LLC |
DE | |
| HMA Fentress County General Hospital, LLC |
TN | |
| HMA Hospitals Holdings, LP |
DE | |
| HMA Services GP, LLC |
DE | |
| HMA-TRI Holdings, LLC |
DE | |
| Hobbs Medco, LLC |
DE | |
| Hospital of Morristown, LLC |
TN | |
| Jackson Hospital Corporation |
TN | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Jefferson County HMA, LLC |
TN | |
| Kirksville Hospital Company, LLC |
DE | |
| Knoxville HMA Holdings, LLC |
TN | |
| Lakeway Hospital Company, LLC |
TN | |
| Lancaster Hospital Corporation |
DE | |
| Las Cruces Medical Center, LLC |
DE | |
| Lea Regional Hospital, LLC |
DE | |
| Lebanon HMA, LLC |
TN | |
| Longview Clinic Operations Company, LLC |
DE | |
| Longview Medical Center, L.P. |
DE | |
| Longview Merger, LLC |
DE | |
| LRH, LLC |
DE | |
| Lutheran Health Network of Indiana, LLC |
DE | |
| Martin Hospital Company, LLC |
TN | |
| Mary Black Health System LLC |
DE | |
| Medical Center of Brownwood, LLC |
DE | |
| Merger Legacy Holdings, LLC |
DE | |
| Metro Knoxville HMA, LLC |
TN | |
| Mississippi HMA Holdings I, LLC |
DE | |
| Mississippi HMA Holdings II, LLC |
DE | |
| Moberly Hospital Company, LLC |
DE | |
| Natchez Hospital Company, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| National Healthcare of Leesville, Inc. |
DE | |
| Navarro Hospital, L.P. |
DE | |
| Navarro Regional, LLC |
DE | |
| Northampton Hospital Company, LLC |
DE | |
| Northwest Arkansas Hospitals, LLC |
DE | |
| Northwest Hospital, LLC |
DE | |
| NOV Holdings, LLC |
DE | |
| NRH, LLC |
DE | |
| Oro Valley Hospital, LLC |
DE | |
| Palmer-Wasilla Health System, LLC |
DE | |
| Pennsylvania Hospital Company, LLC |
DE | |
| Phoenixville Hospital Company, LLC |
DE | |
| Pottstown Hospital Company, LLC |
DE | |
| QHG Georgia Holdings II, LLC |
DE | |
| QHG of Bluffton Company, LLC |
DE | |
| QHG of Fort Wayne Company, LLC |
DE | |
| Regional Hospital of Longview, LLC |
DE | |
| Ruston Hospital Corporation |
DE | |
| Ruston Louisiana Hospital Company, LLC |
DE | |
| SACMC, LLC |
DE | |
| San Angelo Community Medical Center, LLC |
DE | |
| San Angelo Medical, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Scranton Holdings, LLC |
DE | |
| Scranton Hospital Company, LLC |
DE | |
| Scranton Quincy Holdings, LLC |
DE | |
| Scranton Quincy Hospital Company, LLC |
DE | |
| Sharon Pennsylvania Holdings, LLC |
DE | |
| Sharon Pennsylvania Hospital Company, LLC |
DE | |
| Shelbyville Hospital Company, LLC |
TN | |
| Siloam Springs Arkansas Hospital Company, LLC |
DE | |
| Siloam Springs Holdings, LLC |
DE | |
| Southeast HMA Holdings, LLC |
DE | |
| Southern Texas Medical Center, LLC |
DE | |
| Southwest Florida HMA Holdings, LLC |
DE | |
| Spokane Valley Washington Hospital Company, LLC |
DE | |
| Spokane Washington Hospital Company, LLC |
DE | |
| Tennessee HMA Holdings, LP |
DE | |
| Tennyson Holdings, LLC |
DE | |
| Tomball Texas Holdings, LLC |
DE | |
| Tomball Texas Hospital Company, LLC |
DE | |
| Triad Healthcare, LLC |
DE | |
| Triad Holdings III, LLC |
DE | |
| Triad Holdings IV, LLC |
DE | |
| Triad Holdings V, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Triad Nevada Holdings, LLC |
DE | |
| Triad of Alabama, LLC |
DE | |
| Triad-ARMC, LLC |
DE | |
| Triad-Navarro Regional Hospital Subsidiary, LLC |
DE | |
| Tullahoma HMA, LLC |
TN | |
| Tunkhannock Hospital Company, LLC |
DE | |
| VHC Medical, LLC |
DE | |
| Vicksburg Healthcare, LLC |
DE | |
| Victoria Hospital, LLC |
DE | |
| Victoria of Texas, L.P. |
DE | |
| Warren Ohio Hospital Company, LLC |
DE | |
| Warren Ohio Rehab Hospital Company, LLC |
DE | |
| 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 | |
| Women & Children’s Hospital, LLC |
DE | |
| Woodland Heights Medical Center, LLC |
DE | |
| Delaware/Tennessee Subsidiary Guarantor |
Jurisdiction of Organization | |
| Woodward Health System, LLC |
DE | |
| York Pennsylvania Holdings, LLC |
DE | |
| York Pennsylvania Hospital Company, LLC |
DE | |
| Youngstown Ohio Hospital Company, LLC |
DE | |