COMMUNITY HEALTH SYSTEMS INC - FORM 8-K - EX-5.5 - May 12, 2017

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EX-5.8 - EX-5.8 - COMMUNITY HEALTH SYSTEMS INCd354932dex58.htm
EX-5.7 - EX-5.7 - COMMUNITY HEALTH SYSTEMS INCd354932dex57.htm
EX-5.6 - EX-5.6 - COMMUNITY HEALTH SYSTEMS INCd354932dex56.htm
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EX-5.2 - EX-5.2 - COMMUNITY HEALTH SYSTEMS INCd354932dex52.htm
EX-5.1 - EX-5.1 - COMMUNITY HEALTH SYSTEMS INCd354932dex51.htm
EX-4.3 - EX-4.3 - COMMUNITY HEALTH SYSTEMS INCd354932dex43.htm
8-K - FORM 8-K - COMMUNITY HEALTH SYSTEMS INCd354932d8k.htm

Exhibit 5.5

[LETTERHEAD OF BASS, BERRY & SIMS PLC]

May 12, 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 $900,000,000 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 “First Supplemental Indenture”) and a Second Supplemental Indenture dated May 12, 2017 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental 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
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
York Pennsylvania Holdings, LLC    DE
York Pennsylvania Hospital Company, LLC    DE

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