COMMUNITY HEALTH SYSTEMS INC - FORM 8-K - EX-5.1

Attached files

file	filename
EX-5.13 - EX-5.13 - COMMUNITY HEALTH SYSTEMS INC	d354932dex513.htm
EX-99.1 - EX-99.1 - COMMUNITY HEALTH SYSTEMS INC	d354932dex991.htm
EX-5.18 - EX-5.18 - COMMUNITY HEALTH SYSTEMS INC	d354932dex518.htm
EX-5.17 - EX-5.17 - COMMUNITY HEALTH SYSTEMS INC	d354932dex517.htm
EX-5.16 - EX-5.16 - COMMUNITY HEALTH SYSTEMS INC	d354932dex516.htm
EX-5.15 - EX-5.15 - COMMUNITY HEALTH SYSTEMS INC	d354932dex515.htm
EX-5.14 - EX-5.14 - COMMUNITY HEALTH SYSTEMS INC	d354932dex514.htm
EX-5.12 - EX-5.12 - COMMUNITY HEALTH SYSTEMS INC	d354932dex512.htm
EX-5.11 - EX-5.11 - COMMUNITY HEALTH SYSTEMS INC	d354932dex511.htm
EX-5.10 - EX-5.10 - COMMUNITY HEALTH SYSTEMS INC	d354932dex510.htm
EX-5.9 - EX-5.9 - COMMUNITY HEALTH SYSTEMS INC	d354932dex59.htm
EX-5.8 - EX-5.8 - COMMUNITY HEALTH SYSTEMS INC	d354932dex58.htm
EX-5.7 - EX-5.7 - COMMUNITY HEALTH SYSTEMS INC	d354932dex57.htm
EX-5.6 - EX-5.6 - COMMUNITY HEALTH SYSTEMS INC	d354932dex56.htm
EX-5.5 - EX-5.5 - COMMUNITY HEALTH SYSTEMS INC	d354932dex55.htm
EX-5.4 - EX-5.4 - COMMUNITY HEALTH SYSTEMS INC	d354932dex54.htm
EX-5.3 - EX-5.3 - COMMUNITY HEALTH SYSTEMS INC	d354932dex53.htm
EX-5.2 - EX-5.2 - COMMUNITY HEALTH SYSTEMS INC	d354932dex52.htm
EX-4.3 - EX-4.3 - COMMUNITY HEALTH SYSTEMS INC	d354932dex43.htm
8-K - FORM 8-K - COMMUNITY HEALTH SYSTEMS INC	d354932d8k.htm

[LETTERHEAD OF HODGSON RUSS LLP]

Exhibit 5.1

May 12, 2017

Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067

Re:

Current Report on Form 8-K

Ladies and Gentlemen:

We have acted as New York counsel to Community Health Systems, Inc. (the “Parent”), CHS/Community Health Systems, Inc. (the “Company”) and the entities identified on Exhibit A attached to this letter (such entities and the Parent being collectively the “Guarantors”) solely for the purpose of providing the opinions set forth in this letter and for no other purpose (including, but not limited to, conducting any negotiation or providing any legal or other advice) in connection with a Registration Statement on Form S-3 that was filed by the Parent with the Securities and Exchange Commission (the “Commission”) on May 6, 2015, as amended by a Post-Effective Amendment No. 1 filed by the Parent with the Commission on March 3, 2017 (as so amended, the “Registration Statement”), and relating to the issuance under the Registration Statement by the Company pursuant to an Indenture, dated March 16, 2017, between the Company and Regions Bank, as trustee (the “Trustee”), as supplemented and amended by a First Supplemental Indenture, dated March 16, 2017, among Company, the Guarantors and the Trustee and a Second Supplemental Indenture, dated May 12, 2017, among Company, the Guarantors and the Trustee (as so supplemented and amended, the “Indenture”) of $900,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2023 (collectively the “Securities”), which are being guaranteed by the Guarantors pursuant to the Indenture (the guarantees by the Guarantors pursuant to the Indenture being collectively the “Guarantees”).

The opinions set forth in this letter are subject to the following qualifications:

1. The opinions set forth in this letter are based solely upon (a) our review of, as submitted to us, (i) the Indenture, (ii) the Securities and (iii) the Registration Statement (collectively the “Reviewed Documents”) and (b) our review of law of the State of New York that a lawyer admitted to practice in the State of New York, exercising customary professional diligence, would normally be expected to recognize as being applicable to the transactions contemplated by the Reviewed Documents other than securities or Blue Sky law (collectively “New York Law”). Other than our review of the Reviewed Documents, we have not reviewed any document referred to in any of the Reviewed Documents or made any inquiry or other investigation as to any factual matter (including, but not limited to, (a) any review of any of the files and other records of the Company, any of the Guarantors, any affiliate of the Company or any of the Guarantors or any court or other governmental authority, (b) any review of any of our

CHS/Community Health Systems, Inc.

May 12, 2017

Page 2

files and other records, (c) any inquiry of or other communication with any director, officer, member, manager, general partner, limited partner, employee or other agent of the Company, any of the Guarantors or any affiliate of the Company or any of the Guarantors or (d) any inquiry of any past or present attorney of ours).

2. We do not express any opinion concerning any law other than New York Law.

3. We have assumed without any inquiry or other investigation, (a) the legal capacity of each natural person, (b) the genuineness of each signature on any of the Reviewed Documents, the authenticity, accuracy and completeness of each of the Reviewed Documents and the conformity of each of the Reviewed Documents to the copy or form thereof submitted to us, (c) the accuracy on the date of this letter as well as on the date made of each statement as to any factual matter contained in any of the Reviewed Documents and (d) there not existing outside of the Reviewed Documents and New York Law anything that would render incorrect any opinion set forth in this letter.

4. This letter is given without regard to any change after the date of this letter with respect to any factual or legal matter, and we disclaim any obligation to notify you concerning any such change or any effect of any such change on any opinion set forth in this letter.

Subject to the qualifications set forth in this letter, it is our opinion that:

1. Assuming that the Indenture will have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors), the Indenture will constitute a legally valid and binding obligation of the Company, except as the enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium or other similar law now or hereafter in effect relating to or affecting rights and remedies of creditors or by general equitable principles (collectively the “Enforceability Exceptions”) and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.

2. Assuming that (a) the Indenture will have been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and (b) the Securities have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture, when duly and validly executed by the Company and duly and validly authenticated and delivered by the Trustee, against payment therefor, all in accordance with the terms of the Indenture, the Securities constitute legally valid and binding obligations of the Company, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.

CHS/Community Health Systems, Inc.

May 12, 2017

Page 3

3. Assuming that (a) the Indenture has been duly and validly authorized, executed and delivered by all parties thereto (including, but not limited to, the Company and the Guarantors) and (b) the Securities have been duly and validly authorized by the Company for issuance by the Company pursuant to the Indenture and duly and validly executed by the Company and duly and validly authenticated and delivered by the Trustee against payment therefor, all in accordance with the terms of the Indenture, the Guarantees constitute legally valid and binding obligations of the Guarantors, except as the enforcement thereof may be limited by the Enforceability Exceptions and except as any right to indemnification or contribution thereunder may be limited by any applicable public policy consideration.

We consent to the filing of this letter with the Commission as an exhibit to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Securities in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent to such filing and use is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ HODGSON RUSS LLP

Exhibit A

Guarantors


Entity		Jurisdiction
Abilene Hospital, LLC		DE
Abilene Merger, LLC		DE
Affinity Health Systems, LLC		DE
Affinity Hospital, LLC		DE
Amory HMA, LLC		MS
Berwick Hospital Company, LLC		DE
Biloxi H.M.A., LLC		MS
Birmingham Holdings II, LLC		DE
Birmingham Holdings, LLC		DE
Bluefield Holdings, LLC		DE
Bluefield Hospital Company, LLC		DE
Bluffton Health System LLC		DE
Brandon HMA, LLC		MS
Brevard HMA Holdings, LLC		FL
Brevard HMA Hospitals, LLC		FL
Brownwood Hospital, L.P.		DE
Brownwood Medical Center, LLC		DE
Bullhead City Hospital Corporation		AZ
Bullhead City Hospital Investment Corporation		DE
Campbell County HMA, LLC		TN
Carlisle HMA, LLC		PA
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
Chester HMA, LLC		SC
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
Citrus HMA, LLC		FL


Entity		Jurisdiction
Clarksdale HMA, LLC		MS
Clarksville Holdings II, LLC		DE
Clarksville Holdings, LLC		DE
Cleveland Hospital Company, LLC		TN
Cleveland Tennessee Hospital Company, LLC		DE
Clinton HMA, LLC		OK
Coatesville Hospital Corporation		PA
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
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
Emporia Hospital Corporation		VA
Florida HMA Holdings, LLC		DE
Foley Hospital Corporation		AL
Fort Smith HMA, LLC		AR
Frankfort Health Partner, Inc.		IN
Franklin Hospital Corporation		VA
Gadsden Regional Medical Center, LLC		DE
Gaffney H.M.A., LLC		SC
Granbury Hospital Corporation		TX
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


Entity		Jurisdiction
Health Management General Partner, LLC		DE
HMA Fentress County General Hospital, LLC		TN
HMA Hospitals Holdings, LP		DE
HMA Santa Rosa Medical Center, LLC		FL
HMA Services GP, LLC		DE
HMA-TRI Holdings, LLC		DE
Hobbs Medco, LLC		DE
Hospital Management Associates, LLC		FL
Hospital Management Services of Florida, LP		FL
Hospital of Morristown, LLC		TN
Jackson HMA, LLC		MS
Jackson Hospital Corporation		TN
Jefferson County HMA, LLC		TN
Jourdanton Hospital Corporation		TX
Kay County Hospital Corporation		OK
Kay County Oklahoma Hospital Company, LLC		OK
Kennett HMA, LLC		MO
Key West HMA, LLC		FL
Kirksville Hospital Company, LLC		DE
Knoxville HMA Holdings, LLC		TN
Lakeway Hospital Company, LLC		TN
Lancaster Hospital Corporation		DE
Laredo Texas Hospital Company, L.P.		TX
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
Madison HMA, LLC		MS
Marshall County HMA, LLC		OK
Martin Hospital Company, LLC		TN
Mary Black Health System LLC		DE
MCSA, L.L.C.		AR
Medical Center of Brownwood, LLC		DE
Merger Legacy Holdings, LLC		DE
Metro Knoxville HMA, LLC		TN


Entity		Jurisdiction
Mississippi HMA Holdings I, LLC		DE
Mississippi HMA Holdings II, LLC		DE
Moberly Hospital Company, LLC		DE
Naples HMA, LLC		FL
Natchez Hospital Company, LLC		DE
National Healthcare of Leesville, Inc.		DE
Navarro Hospital, L.P.		DE
Navarro Regional, LLC		DE
NC-DSH, LLC		NV
Northampton Hospital Company, LLC		DE
Northwest Arkansas Hospitals, 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
Pasco Regional Medical Center, LLC		FL
Pennsylvania Hospital Company, LLC		DE
Phoenixville Hospital Company, LLC		DE
Poplar Bluff Regional Medical Center, LLC		MO
Port Charlotte HMA, LLC		FL
Pottstown Hospital Company, LLC		DE
Punta Gorda HMA, LLC		FL
QHG Georgia Holdings II, LLC		DE
QHG Georgia Holdings, Inc.		GA
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 South Carolina, Inc.		SC
QHG of Spartanburg, Inc.		SC
QHG of Springdale, Inc.		AR
Regional Hospital of Longview, LLC		DE
River Oaks Hospital, LLC		MS
River Region Medical Corporation		MS


Entity		Jurisdiction
Rockledge HMA, LLC		FL
ROH, LLC		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
Scranton Holdings, LLC		DE
Scranton Hospital Company, LLC		DE
Scranton Quincy Holdings, LLC		DE
Scranton Quincy Hospital Company, LLC		DE
Sebring Hospital Management Associates, LLC		FL
Seminole HMA, LLC		OK
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
Statesville HMA, LLC		NC
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
Triad Nevada Holdings, LLC		DE
Triad of Alabama, LLC		DE
Triad-ARMC, LLC		DE
Triad-El Dorado, Inc.		AR
Triad-Navarro Regional Hospital Subsidiary, LLC		DE


Entity		Jurisdiction
Tullahoma HMA, LLC		TN
Tunkhannock Hospital Company, LLC		DE
Van Buren H.M.A., LLC		AR
Venice HMA, LLC		FL
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
Weatherford Hospital Corporation		TX
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
Women & Children’s Hospital, LLC		DE
Woodland Heights Medical Center, LLC		DE
Woodward Health System, LLC		DE
Yakima HMA, LLC		WA
York Pennsylvania Holdings, LLC		DE
York Pennsylvania Hospital Company, LLC		DE

COMMUNITY HEALTH SYSTEMS INC - FORM 8-K - EX-5.1 - May 12, 2017

Attached files

COMMUNITY HEALTH SYSTEMS INC Reports