Attached files
file | filename |
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8-K - FORM 8-K - HCA Healthcare, Inc. | d191036d8k.htm |
EX-5.2 - EX-5.2 - HCA Healthcare, Inc. | d191036dex52.htm |
EX-4.11 - EX-4.11 - HCA Healthcare, Inc. | d191036dex411.htm |
EX-4.10 - EX-4.10 - HCA Healthcare, Inc. | d191036dex410.htm |
EX-4.9 - EX-4.9 - HCA Healthcare, Inc. | d191036dex49.htm |
EX-4.3 - EX-4.3 - HCA Healthcare, Inc. | d191036dex43.htm |
EX-4.2 - EX-4.2 - HCA Healthcare, Inc. | d191036dex42.htm |
Exhibit 5.1
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
June 30, 2021
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of HCA Inc., a Delaware corporation (the Company). The Company, HCA Healthcare, Inc., a Delaware corporation and the direct parent of the Company (Parent Guarantor), and the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the Subsidiary Guarantors and together with the Parent Guarantor, the Guarantors) have filed a Registration Statement on Form S-3 (File No. 333-226709) (as amended as of its most recent effective date (June 21, 2021), 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 Company is issuing $850,000,000 aggregate principal amount of 2 3/8% Senior Secured Notes due 2031 (the 2031 Notes) and $1,500,000,000 aggregate principal amount of 3 1/2% Senior Secured Notes due 2051 (the 2051 Notes and, together with the 2031 Notes, the Notes), each unconditionally guaranteed (collectively, the Guarantees and, together with the Notes, the Securities) (i) on a senior unsecured basis by the Parent Guarantor and (ii) jointly and severally, on a senior secured basis by each of the Subsidiary Guarantors, pursuant to the Underwriting Agreement dated June 21, 2021 (the Underwriting Agreement), among the Company, the Parent Guarantor, the Subsidiary Guarantors and the underwriters named therein.
In connection with this opinion, I have reviewed the Registration Statement insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the Securities Act)) and the prospectus dated August 9, 2018 (the Base Prospectus), as supplemented by the preliminary prospectus supplement, dated June 21, 2021 (including the documents incorporated therein by reference, together with the Base Prospectus, the Preliminary Prospectus), filed pursuant to Rule 424(b) under the Securities Act and the prospectus supplement dated June 21, 2021 (including the documents incorporated therein by reference, together with the Base Prospectus, the Prospectus), filed pursuant to Rule 424(b) under the Securities Act; and the free writing prospectus listed on Annex A to the Underwriting Agreement (such free writing prospectus, together with the Preliminary Prospectus, the Pricing Disclosure Package). I have also examined the following:
(i) the Indenture, dated as of August 1, 2011 (the Base Indenture) among the Company, the Parent Guarantor, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (in such capacity, the Trustee) and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (the Registrar);
(ii) the Supplemental Indenture No. 27 for the 2031 Notes, dated as of June 30, 2021, among the Company, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and the Registrar (the Twenty-Seventh Supplemental Indenture);
(iii) the Supplemental Indenture No. 28 for the 2051 Notes, dated as of June 30, 2021, among the Company, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and the Registrar (the Twenty-Eighth Supplemental Indenture and, together with the Twenty-Seventh Supplemental Indenture, each a Supplemental Indenture and together the Supplemental Indentures; and the Base Indenture as supplemented by each Supplemental Indenture, each an Indenture);
(iv) duplicates of the global certificates representing the Notes;
(v) the Guarantees whose terms are set forth in each of the Supplemental Indentures; and
(vi) 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, the Parent Guarantor and the Schedule I Subsidiaries.
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) each of the Schedule I Subsidiaries is validly existing as a corporation, limited liability company, limited partnership or partnership, as applicable, under the law of its jurisdiction of organization and has full corporate, limited liability company, limited partnership or partnership power and authority, as the case may be, to issue the Guarantees and (2) each Supplemental Indenture has been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
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 5.1 to the Current Report on Form 8-K of the Parent Guarantor 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. | Florida | |
Brigham City Community Hospital, Inc. | Utah | |
Brookwood Medical Center of Gulfport, Inc. | Mississippi | |
Capital Division, Inc. | Virginia | |
Central Florida Regional Hospital, Inc. | Florida | |
Central Shared Services, LLC | Virginia | |
Central Tennessee Hospital Corporation | Tennessee | |
CHCA Pearland, L.P. | Texas | |
Chippenham & Johnston-Willis Hospitals, Inc. | Virginia | |
Citrus Memorial Hospital, Inc. | Florida | |
Citrus Memorial Property Management, Inc. | Florida | |
Clinical Education Shared Services, LLC | Tennessee | |
Colorado Health Systems, Inc. | Colorado | |
Columbia ASC Management, L.P. | California | |
Columbia Florida Group, Inc. | Florida | |
Columbia Healthcare System of Louisiana, Inc. | Louisiana | |
Columbia Jacksonville Healthcare System, Inc. | Florida | |
Columbia LaGrange Hospital, LLC | Illinois | |
Columbia Medical Center of Arlington Subsidiary, L.P. | Texas | |
Columbia Medical Center of Denton Subsidiary, L.P. | Texas | |
Columbia Medical Center of Las Colinas, Inc. | Texas | |
Columbia Medical Center of Lewisville Subsidiary, L.P. | Texas | |
Columbia Medical Center of McKinney Subsidiary, L.P. | Texas | |
Columbia Medical Center of Plano Subsidiary, L.P. | Texas | |
Columbia North Hills Hospital Subsidiary, L.P. | Texas | |
Columbia Ogden Medical Center, Inc. | Utah | |
Columbia Parkersburg Healthcare System, LLC | West Virginia | |
Columbia Physician Services - Florida Group, Inc. | Florida | |
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. | Texas | |
Columbia Riverside, Inc. | California | |
Columbia/Alleghany Regional Hospital, Incorporated | Virginia | |
Columbia/HCA John Randolph, Inc. | Virginia | |
Columbine Psychiatric Center, Inc. | Colorado | |
Columbus Cardiology, Inc. | Georgia | |
Conroe Hospital Corporation | Texas | |
Dublin Community Hospital, LLC | Georgia |
East Florida DMC, Inc. | Florida | |
Eastern Idaho Health Services, Inc. | Idaho | |
Edward White Hospital, Inc. | Florida | |
El Paso Surgicenter, Inc. | Texas | |
Encino Hospital Corporation, Inc. | California | |
Fairview Park, Limited Partnership | Georgia | |
Frankfort Hospital, Inc. | Kentucky | |
Galen Property, LLC | Virginia | |
Green Oaks Hospital Subsidiary, L.P. | Texas | |
Greenview Hospital, Inc. | Kentucky | |
H2U Wellness Centers, LLC | Tennessee | |
HCA HealthONE LLC | Colorado | |
HCA Central Group, Inc. | Tennessee | |
HCA Eastern Group, Inc. | Tennessee | |
HCA Health Services of Florida, Inc. | Florida | |
HCA Health Services of Louisiana, Inc. | Louisiana | |
HCA Health Services of Tennessee, Inc. | Tennessee | |
HCA Health Services of Virginia, Inc. | Virginia | |
HCA Pearland GP, Inc. | Texas | |
HCA Realty, Inc. | Tennessee | |
HD&S Corp. Successor, Inc. | Florida | |
Health Midwest Office Facilities Corporation | Missouri | |
Health Midwest Ventures Group, Inc. | Missouri | |
HealthTrust Workforce Solutions, LLC | Tennessee | |
Hendersonville Hospital Corporation | Tennessee | |
Hospital Corporation of Tennessee | Tennessee | |
Hospital Corporation of Utah | Utah | |
HSS Virginia, L.P. | Virginia | |
HTI Memorial Hospital Corporation | Tennessee | |
Integrated Regional Lab, LLC | Florida | |
JPM AA Housing, LLC | Florida | |
KPH-Consolidation, Inc. | Texas | |
Largo Medical Center, Inc. | Florida | |
Las Encinas Hospital | California | |
Las Vegas Surgicare, Inc. | Nevada | |
Lawnwood Medical Center, Inc. | Florida | |
Lewis-Gale Hospital, Incorporated | Virginia | |
Lewis-Gale Physicians, LLC | Virginia | |
Lone Peak Hospital, Inc. | Utah | |
Los Robles Regional Medical Center | California |
Marietta Surgical Center, Inc. | Georgia | |
Marion Community Hospital, Inc. | Florida | |
MCA Investment Company | California | |
MediCredit, Inc. | Missouri | |
Memorial Healthcare Group, Inc. | Florida | |
Midwest Division RBH, LLC | Missouri | |
Montgomery Regional Hospital, Inc. | Virginia | |
Mountain Division CVH, LLC | Utah | |
Mountain View Hospital, Inc. | Utah | |
National Patient Account Services, Inc. | Texas | |
New Iberia Healthcare, LLC | Louisiana | |
New Port Richey Hospital, Inc. | Florida | |
New Rose Holding Company, Inc. | Colorado | |
North Florida Immediate Care Center, Inc. | Florida | |
North Florida Regional Medical Center, Inc. | Florida | |
North Texas MCA, LLC | Texas | |
Northern Utah Healthcare Corporation | Utah | |
Northern Virginia Community Hospital, LLC | Virginia | |
Northlake Medical Center, LLC | Georgia | |
Notami Hospitals of Louisiana, Inc. | Louisiana | |
Okaloosa Hospital, Inc. | Florida | |
Okeechobee Hospital, Inc. | Florida | |
Oviedo Medical Center, LLC | Florida | |
Parallon Business Solutions, LLC | Tennessee | |
Parallon Enterprises, LLC | Tennessee | |
Parallon Health Information Solutions, LLC | Tennessee | |
Parallon Payroll Solutions, LLC | Tennessee | |
Parallon Physician Services, LLC | Tennessee | |
Parallon Revenue Cycle Services, Inc. | Missouri | |
Pasadena Bayshore Hospital, Inc. | Texas | |
Poinciana Medical Center, Inc. | Florida | |
Primary Health, Inc. | Texas | |
PTS Solutions, LLC | Tennessee | |
Pulaski Community Hospital, Inc. | Virginia | |
Putnam Community Medical Center of North Florida, LLC | Florida | |
Redmond Park Hospital, LLC | Georgia | |
Redmond Physician Practice Company | Georgia | |
Retreat Hospital, LLC | Virginia | |
Rio Grande Regional Hospital, Inc. | Texas | |
Riverside Healthcare System, L.P. | California |
Sarasota Doctors Hospital, Inc. | Florida | |
Southern Hills Medical Center, LLC | Nevada | |
Southpoint, LLC | Tennessee | |
Spotsylvania Medical Center, Inc. | Virginia | |
Spring Branch Medical Center, Inc. | Texas | |
Spring Hill Hospital, Inc. | Tennessee | |
Sun City Hospital, Inc. | Florida | |
Sunrise Mountainview Hospital, Inc. | Nevada | |
Surgicare of Brandon, Inc. | Florida | |
Surgicare of Florida, Inc. | Florida | |
Surgicare of Houston Womens, Inc. | Texas | |
Surgicare of Manatee, Inc. | Florida | |
Surgicare of Newport Richey, Inc. | Florida | |
Surgicare of Palms West, LLC | Florida | |
Surgicare of Riverside, LLC | California | |
Tallahassee Medical Center, Inc. | Florida | |
TCMC Madison-Portland, Inc. | Tennessee | |
Terre Haute MOB, L.P. | Indiana | |
The Regional Health System of Acadiana, LLC | Louisiana | |
Timpanogos Regional Medical Services, Inc. | Utah | |
VH Holdco, Inc. | Nevada | |
VH Holdings, Inc. | Nevada | |
Virginia Psychiatric Company, Inc. | Virginia | |
Vision Holdings, LLC | Tennessee | |
Walterboro Community Hospital, Inc. | South Carolina | |
WCP Properties, LLC | Tennessee | |
West Florida MHT, LLC | Florida | |
West Florida PPH, LLC | Florida | |
West Florida Regional Medical Center, Inc. | Florida | |
West Valley Medical Center, Inc. | Idaho | |
Western Plains Capital, Inc. | Nevada | |
WHMC, Inc. | Texas | |
Womans Hospital of Texas, Incorporated | Texas |
Schedule II
Guarantors That Are Corporations, Limited Liability Companies or Limited Partnerships Incorporated or Formed in the State of Delaware
Entity Name |
Jurisdiction of Incorporation or Formation | |
American Medicorp Development Co. | Delaware | |
CarePartners HHA Holdings, LLLP | Delaware | |
CarePartners HHA, LLLP | Delaware | |
CarePartners Rehabilitation Hospital, LLLP | 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 Womans Hospital, L.P. | Delaware | |
Columbia Rio Grande Healthcare, L.P. | Delaware | |
Columbia Valley Healthcare System, L.P. | Delaware | |
Cy-Fair Medical Center Hospital, LLC | Delaware | |
Dallas/Ft. Worth Physician, LLC | Delaware | |
EP Health, LLC | Delaware | |
Fairview Park GP, LLC | Delaware | |
FMH Health Services, LLC | Delaware | |
GenoSpace, 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 American Finance LLC | Delaware | |
HCA IT&S Field Operations, Inc. | Delaware | |
HCA IT&S Inventory Management, Inc. | Delaware | |
HCA Management Services, L.P. | Delaware | |
hInsight-Mobile Heartbeat Holdings, LLC | Delaware | |
Hospital Development Properties, Inc. | Delaware | |
Houston NW Manager, LLC | Delaware | |
Houston PPH, LLC | Delaware | |
HPG Enterprises, LLC | Delaware | |
HSS Holdco, LLC | Delaware | |
HSS Systems, LLC | Delaware | |
HTI MOB, LLC | Delaware |
Entity Name |
Jurisdiction of Incorporation or Formation | |
Integrated Regional Laboratories, LLP | 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 | |
MH Angel Medical Center, LLLP | Delaware | |
MH Blue Ridge Medical Center, LLLP | Delaware | |
MH Highlands-Cashiers Medical Center, LLLP | Delaware | |
MH Hospital Holdings, Inc. | Delaware | |
MH Hospital Manager, LLC | Delaware | |
MH Master Holdings, LLLP | Delaware | |
MH Master, LLC | Delaware | |
MH Mission Hospital McDowell, LLLP | Delaware | |
MH Mission Hospital, LLLP | Delaware | |
MH Mission Imaging, LLLP | Delaware | |
MH Transylvania Regional Hospital, LLLP | Delaware | |
Midwest Division ACH, LLC | Delaware | |
Midwest Division LSH, LLC | Delaware | |
Midwest Division MCI, LLC | Delaware | |
Midwest Division MMC, LLC | Delaware | |
Midwest Division OPRMC, LLC | Delaware | |
Midwest Division RMC, LLC | Delaware | |
Midwest Holdings, Inc. | Delaware | |
Mobile Heartbeat, LLC | Delaware | |
Nashville Shared Services General Partnership | Delaware | |
North Houston TRMC, LLC | 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 |
Entity Name |
Jurisdiction of Incorporation or Formation | |
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 | |
Savannah Health Services, LLC | Delaware | |
SCRI Holdings, LLC | Delaware | |
Sebring Health Services, LLC | Delaware | |
SJMC, LLC | Delaware | |
Southeast Georgia Health Services, 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 | |
Weatherford Health Services, LLC | Delaware | |
Wesley Medical Center, LLC | Delaware |