Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - HCA Healthcare, Inc. | d377454dex51.htm |
| EX-4.7 - EX-4.7 - HCA Healthcare, Inc. | d377454dex47.htm |
| EX-4.2 - EX-4.2 - HCA Healthcare, Inc. | d377454dex42.htm |
| 8-K - FORM 8-K - HCA Healthcare, Inc. | d377454d8k.htm |
Exhibit 5.2
HCA INC.
One Park Plaza
Nashville, Tennessee 37203
June 22, 2017
I am Senior Vice President and General Counsel of HCA Inc., a Delaware corporation (the “Company”). The Company, HCA Healthcare, Inc. (f/k/a HCA Holdings, Inc.), a Delaware corporation and the direct parent of the Company (“HCA Healthcare”), and the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Subsidiary Guarantors” and together with HCA Healthcare, the “Guarantors”) have filed a Registration Statement on Form S-3 (File No. 333-201463), as amended by Post-Effective Amendments No. 1 and No. 2 thereto (as amended, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing $1,500,000,000 aggregate principal amount of 5.500% Senior Secured Notes due 2047 (the “Notes”), each unconditionally guaranteed (collectively, the “Guarantees”) (i) on a senior unsecured basis by HCA Healthcare and (ii) jointly and severally, on a senior secured basis by each of the Subsidiary Guarantors, pursuant to the Underwriting Agreement, dated June 8, 2017 (the “Underwriting Agreement”), among the Company, the Guarantors and the underwriters named therein.
The Registration Statement as it became effective under the Securities Act; the Company’s prospectus, dated January 13, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Notes, dated June 8, 2017 (together with the Base Prospectus, the “Prospectus”), filed by the Company and the Guarantors pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act; the Indenture, dated as of August 1, 2011 (the “Base Indenture”), among the Company, HCA Healthcare,
| 2 |
Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (in each capacity, the “Registrar”), as supplemented by the Supplemental Indenture No. 18, dated June 22, 2017 (together with the Base Indenture, the “Indenture”), among the Company, the Guarantors, the Trustee and the Registrar, relating to the Notes; duplicates of the global certificates representing the Notes; and the Underwriting Agreement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by Corporation Service Company and CT Corporation, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company, HCA Healthcare and the Schedule I Subsidiaries.
| 3 |
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that: (1) the Indenture and the Guarantees have been duly authorized, executed and delivered, as applicable, by each of the Schedule I Subsidiaries; and (2) the execution, delivery and performance of the Indenture and the issuance and performance of the Guarantees by each of the Schedule I Guarantors do not and will not violate the law of its state of incorporation or formation.
This opinion letter is given as of the date hereof, and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the registration of the Notes and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
| Very truly yours, |
| /s/ Robert A. Waterman |
| Robert A. Waterman Senior Vice President and General Counsel |
Schedule I
Guarantors Incorporated or Formed in Jurisdictions Other Than
the State of Delaware or Constituting Delaware General Partnerships
or Delaware Limited Liability Partnerships
| Entity Name |
Jurisdiction of Incorporation or Formation | |
| Bay Hospital, Inc. |
FL | |
| Brigham City Community Hospital, Inc. |
UT | |
| Brookwood Medical Center of Gulfport, Inc. |
MS | |
| Capital Division, Inc. |
VA | |
| Central Florida Regional Hospital, Inc. |
FL | |
| Central Shared Services, LLC |
VA | |
| Central Tennessee Hospital Corporation |
TN | |
| CHCA Pearland, L.P. |
TX | |
| Chippenham & Johnston-Willis Hospitals, Inc. |
VA | |
| Citrus Memorial Hospital, Inc. |
FL | |
| Citrus Memorial Property Management, Inc. |
FL | |
| Colorado Health Systems, Inc. |
CO | |
| Columbia ASC Management, L.P. |
CA | |
| Columbia Healthcare System of Louisiana, Inc. |
LA | |
| Columbia Jacksonville Healthcare System, Inc. |
FL | |
| Columbia LaGrange Hospital, LLC |
IL | |
| Columbia Medical Center of Arlington Subsidiary, L.P. |
TX | |
| Columbia Medical Center of Denton Subsidiary, L.P. |
TX | |
| Columbia Medical Center of Las Colinas, Inc. |
TX | |
| Columbia Medical Center of Lewisville Subsidiary, L.P. |
TX | |
| Columbia Medical Center of McKinney Subsidiary, L.P. |
TX | |
| Columbia Medical Center of Plano Subsidiary, L.P. |
TX | |
| Columbia North Hills Hospital Subsidiary, L.P. |
TX | |
| Columbia Ogden Medical Center, Inc. |
UT | |
| Columbia Parkersburg Healthcare System, LLC |
WV | |
| Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. |
TX | |
| Columbia Riverside, Inc. |
CA | |
| Columbia/Alleghany Regional Hospital, Incorporated |
VA | |
| Columbia/HCA John Randolph, Inc. |
VA | |
| Columbine Psychiatric Center, Inc. |
CO | |
| Columbus Cardiology, Inc. |
GA | |
| Conroe Hospital Corporation |
TX | |
| Dublin Community Hospital, LLC |
GA | |
| East Florida – DMC, Inc. |
FL | |
| Eastern Idaho Health Services, Inc. |
ID | |
| Entity Name |
Jurisdiction of Incorporation or Formation | |
| Edward White Hospital, Inc. |
FL | |
| El Paso Surgicenter, Inc. |
TX | |
| Encino Hospital Corporation, Inc. |
CA | |
| Fairview Park, Limited Partnership |
GA | |
| Frankfort Hospital, Inc. |
KY | |
| Galen Property, LLC |
VA | |
| Green Oaks Hospital Subsidiary, L.P. |
TX | |
| Greenview Hospital, Inc. |
KY | |
| H2U Wellness Centers, LLC |
TN | |
| HCA Central Group, Inc. |
TN | |
| HCA HealthONE LLC |
CO | |
| HCA Health Services of Florida, Inc. |
FL | |
| HCA Health Services of Louisiana, Inc. |
LA | |
| HCA Health Services of Oklahoma, Inc. |
OK | |
| HCA Health Services of Tennessee, Inc. |
TN | |
| HCA Health Services of Virginia, Inc. |
VA | |
| HCA Pearland GP, Inc. |
TX | |
| HCA Realty, Inc. |
TN | |
| HD&S Corp. Successor, Inc. |
FL | |
| Health Midwest Office Facilities Corporation |
MO | |
| Health Midwest Ventures Group, Inc. |
MO | |
| HealthTrust Workforce Solutions, LLC |
TN | |
| Hendersonville Hospital Corporation |
TN | |
| Hospital Corporation of Tennessee |
TN | |
| Hospital Corporation of Utah |
UT | |
| HSS Virginia, L.P. |
VA | |
| HTI Memorial Hospital Corporation |
TN | |
| Integrated Regional Lab, LLC |
FL | |
| Integrated Regional Laboratories, LLP |
DE | |
| JPM AA Housing, LLC |
FL | |
| KPH Consolidation, Inc |
TX | |
| Largo Medical Center, Inc. |
FL | |
| Las Vegas Surgicare, Inc. |
NV | |
| Lawnwood Medical Center, Inc. |
FL | |
| Lewis-Gale Hospital, Incorporated |
VA | |
| Lewis-Gale Physicians, LLC |
VA | |
| Lone Peak Hospital, Inc. |
UT | |
| Los Robles Regional Medical Center |
CA | |
| Marietta Surgical Center, Inc. |
GA | |
| Marion Community Hospital, Inc. |
FL | |
| MCA Investment Company |
CA | |
| Entity Name |
Jurisdiction of Incorporation or Formation | |
| Memorial Healthcare Group, Inc. |
FL | |
| MediCredit, Inc. |
MO | |
| Midwest Division - RBH, LLC |
MO | |
| Montgomery Regional Hospital, Inc. |
VA | |
| Mountain Division - CVH, LLC |
UT | |
| Mountain View Hospital, Inc. |
UT | |
| Nashville Shared Services General Partnership |
DE | |
| National Patient Account Services, Inc. |
TX | |
| New Iberia Healthcare, LLC |
LA | |
| New Port Richey Hospital, Inc. |
FL | |
| New Rose Holding Company, Inc. |
CO | |
| North Florida Immediate Care Center, Inc. |
FL | |
| North Florida Regional Medical Center, Inc. |
FL | |
| North Texas - MCA, LLC |
TX | |
| Northern Utah Healthcare Corporation |
UT | |
| Northern Virginia Community Hospital, LLC |
VA | |
| Northlake Medical Center, LLC |
GA | |
| Notami Hospitals of Louisiana, Inc. |
LA | |
| Okaloosa Hospital, Inc. |
FL | |
| Okeechobee Hospital, Inc. |
FL | |
| Oviedo Medical Center, LLC |
FL | |
| Palmyra Park Hospital, LLC |
GA | |
| Parallon Business Solutions, LLC |
TN | |
| Parallon Enterprises, LLC |
TN | |
| Parallon Health Information Solutions, LLC |
TN | |
| Parallon Payroll Solutions, LLC |
TN | |
| Parallon Physician Services, LLC |
TN | |
| Parallon Technology Solutions, LLC |
TN | |
| Pasadena Bayshore Hospital, Inc. |
TX | |
| Poinciana Medical Center, Inc. |
FL | |
| Primary Health, Inc. |
TX | |
| Pulaski Community Hospital, Inc. |
VA | |
| Putnam Community Medical Center of North Florida, LLC |
FL | |
| Redmond Park Hospital, LLC |
GA | |
| Redmond Physician Practice Company |
GA | |
| The Regional Health System of Acadiana, LLC |
LA | |
| Retreat Hospital, LLC |
VA | |
| Rio Grande Regional Hospital, Inc. |
TX | |
| Riverside Healthcare System, L.P. |
CA | |
| Sarasota Doctors Hospital, Inc. |
FL | |
| Southern Hills Medical Center, LLC |
NV | |
| Entity Name |
Jurisdiction of Incorporation or Formation | |
| Southpoint, LLC |
TN | |
| Spotsylvania Medical Center, Inc. |
VA | |
| Spring Branch Medical Center, Inc. |
TX | |
| Spring Hill Hospital, Inc. |
TN | |
| Sun City Hospital, Inc. |
FL | |
| Sunrise Mountainview Hospital, Inc. |
NV | |
| Surgicare of Brandon, Inc. |
FL | |
| Surgicare of Florida, Inc. |
FL | |
| Surgicare of Houston Women’s, Inc. |
TX | |
| Surgicare of Manatee, Inc. |
FL | |
| Surgicare of Newport Richey, Inc. |
FL | |
| Surgicare of Palms West, LLC |
FL | |
| Surgicare of Riverside, LLC |
CA | |
| Tallahassee Medical Center, Inc. |
FL | |
| TCMC Madison-Portland, Inc. |
TN | |
| Terre Haute MOB, L.P. |
IN | |
| The Outsource Group, Inc. |
MO | |
| Timpanogos Regional Medical Services, Inc. |
UT | |
| VH Holdco, Inc. |
NV | |
| VH Holdings, Inc. |
NV | |
| Virginia Psychiatric Company, Inc. |
VA | |
| Vision Holdings, LLC |
TN | |
| W & C Hospital, Inc. |
TX | |
| Walterboro Community Hospital, Inc. |
SC | |
| WCP Properties, LLC |
TN | |
| West Florida - MHT, LLC |
FL | |
| West Florida - PPH, LLC |
FL | |
| West Florida - TCH, LLC |
FL | |
| West Florida Regional Medical Center, Inc. |
FL | |
| West Valley Medical Center, Inc. |
ID | |
| Western Plains Capital, Inc. |
NV | |
| WHMC, Inc. |
TX | |
| Woman’s Hospital of Texas, Incorporated |
TX | |
Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited
Partnerships Incorporated or Formed in the State of Delaware
| Entity Name |
Jurisdiction
of | |
| American Medicorp Development Co. |
Delaware | |
| Centerpoint Medical Center of Independence, LLC |
Delaware | |
| CHCA Bayshore, L.P. |
Delaware | |
| CHCA Conroe, L.P. |
Delaware | |
| CHCA Mainland, L.P. |
Delaware | |
| CHCA West Houston, L.P. |
Delaware | |
| CHCA Woman’s Hospital, L.P. |
Delaware | |
| Columbia Rio Grande Healthcare, L.P. |
Delaware | |
| Columbia Valley Healthcare System, L.P. |
Delaware | |
| Dallas/Ft. Worth Physician, LLC |
Delaware | |
| EP Health, LLC |
Delaware | |
| Fairview Park GP, LLC |
Delaware | |
| Good Samaritan Hospital, L.P. |
Delaware | |
| Goppert-Trinity Family Care, LLC |
Delaware | |
| GPCH-GP, Inc. |
Delaware | |
| Grand Strand Regional Medical Center, LLC |
Delaware | |
| HCA - IT&S Field Operations, Inc. |
Delaware | |
| HCA - IT&S Inventory Management, Inc. |
Delaware | |
| HCA American Finance LLC |
Delaware | |
| HCA Management Services, L.P. |
Delaware | |
| HCA SFB 1 LLC |
Delaware | |
| Hospital Development Properties, Inc. |
Delaware | |
| HPG Enterprises, LLC |
Delaware | |
| HSS Holdco, LLC |
Delaware | |
| HSS Systems, LLC |
Delaware | |
| HTI MOB, LLC |
Delaware | |
| JFK Medical Center Limited Partnership |
Delaware | |
| Lakeview Medical Center, LLC |
Delaware | |
| Lewis-Gale Medical Center, LLC |
Delaware | |
| Management Services Holdings, Inc. |
Delaware | |
| Medical Centers of Oklahoma, LLC |
Delaware | |
| Medical Office Buildings of Kansas, LLC |
Delaware | |
| Midwest Division - ACH, LLC |
Delaware | |
| Midwest Division - LRHC, LLC |
Delaware | |
| Midwest Division - LSH, LLC |
Delaware | |
| Midwest Division - MCI, LLC |
Delaware | |
| Midwest Division - MMC, LLC |
Delaware | |
| Midwest Division - OPRMC, LLC |
Delaware | |
| Midwest Division - PFC, LLC |
Delaware | |
| Midwest Division - RMC, LLC |
Delaware | |
| Entity Name |
Jurisdiction
of | |
| Midwest Holdings, Inc. |
Delaware | |
| Notami Hospitals, LLC |
Delaware | |
| Oklahoma Holding Company, LLC |
Delaware | |
| Outpatient Cardiovascular Center of Central Florida, LLC |
Delaware | |
| Outpatient Services Holdings, Inc. |
Delaware | |
| Palms West Hospital Limited Partnership |
Delaware | |
| Parallon Holdings, LLC |
Delaware | |
| PatientKeeper, Inc. |
Delaware | |
| Pearland Partner, LLC |
Delaware | |
| Plantation General Hospital, L.P. |
Delaware | |
| Reston Hospital Center, LLC |
Delaware | |
| Riverside Hospital, Inc. |
Delaware | |
| Samaritan, LLC |
Delaware | |
| San Jose Healthcare System, LP |
Delaware | |
| San Jose Hospital, L.P. |
Delaware | |
| San Jose Medical Center, LLC |
Delaware | |
| San Jose, LLC |
Delaware | |
| Sarah Cannon Research Institute, LLC |
Delaware | |
| SCRI Holdings, LLC |
Delaware | |
| SJMC, LLC |
Delaware | |
| Spalding Rehabilitation L.L.C. |
Delaware | |
| SSHR Holdco, LLC |
Delaware | |
| Terre Haute Hospital GP, Inc. |
Delaware | |
| Terre Haute Hospital Holdings, Inc. |
Delaware | |
| Terre Haute Regional Hospital, L.P. |
Delaware | |
| Trident Medical Center, LLC |
Delaware | |
| U.S. Collections, Inc. |
Delaware | |
| Utah Medco, LLC |
Delaware | |
| Vision Consulting Group, LLC |
Delaware | |
| Wesley Medical Center, LLC |
Delaware | |