EX-5.5 158 d775941dex55.htm EX-5.5 EX-5.5

Exhibit 5.5

 

LOGO

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

September 17, 2014

CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, Tennessee 37067

Ladies and Gentlemen:

We have acted as counsel to CHS/Community Health Systems, Inc. (the “Company”), Holdings (as defined below) and the Tennessee/Delaware Subsidiary Guarantors (as defined below), each organized and existing under the laws of the States of Tennessee or Delaware, as applicable, in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”), which relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange of up to $1,000,000,000 aggregate principal amount of the Company’s 5.125% senior secured notes due 2021 (the “Secured Exchange Notes”) that are to be general senior secured obligations of the Company and unconditionally guaranteed on a senior secured basis by Community Health Systems, Inc. (“Holdings”) and certain of the Company’s current and future domestic subsidiaries, including the Tennessee and Delaware entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Tennessee/Delaware Subsidiary Guarantors”), and $3,000,000,000 aggregate principal amount of the Company’s 6.875% senior unsecured notes due 2022 (the “Unsecured Exchange Notes,” and, together with the Secured Exchange Notes, the “Exchange Notes”) that are to be guaranteed on a senior unsecured basis by Holdings and certain of the Company’s current and future domestic subsidiaries, including the Tennessee/Delaware Subsidiary Guarantors. The Secured Exchange Notes are to be issued pursuant to an indenture, dated as of January 27, 2014, by and among FWCT-2 Escrow Corporation (“Escrow Corp”), the guarantors party thereto, Regions Bank, as trustee (the “Trustee”), and Credit Suisse AG, as collateral agent (the “Collateral Agent”), as supplemented by the Assumption Supplemental Indenture, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, the Trustee and the Collateral Agent, and as supplemented further by the Second Supplemental Indenture, dated as of June 30, 2014, by and among the Company, the guarantors party thereto, the Trustee and the Collateral Agent (collectively, the “Secured Notes Indenture”). The Unsecured Exchange Notes are to be issued pursuant to an indenture, dated as of January 27, 2014, by and among Escrow Corp, the guarantors party thereto and the Trustee, as supplemented by the Assumption Supplement Indenture, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, and the Trustee, and as supplemented further by the Second Supplemental Indenture, dated as of June 30, 2014, by and among the Company, the guarantors party thereto and the Trustee (collectively, the “Unsecured Notes Indenture,” and, together with the Secured Notes Indenture, the “Indentures”).

The Secured Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 5.125% senior secured notes due 2021 in accordance with the terms of a Registration Rights Agreement, dated as of January 27, 2014, by and among Escrow Corp and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), each as representative of the parties named therein as the Initial Purchasers, and the related Registration Rights Joinder, dated as of January 27, 2014, by and among the Company, Holdings, the guarantors party thereto, Merrill Lynch and Credit Suisse (collectively, the “Secured Notes Registration Rights Agreement”). The Unsecured Exchange Notes are to be issued in an exchange offer for a like aggregate original principal amount of currently outstanding 6.875% senior notes due 2022 in accordance with the terms of a Registration Rights Agreement, dated as of January 27, 2014, by and among Escrow Corp and Merrill Lynch and Credit Suisse, each as representative of the parties named therein as the Initial Purchasers, and the related Registration Rights Joinder, dated as of January 27, 2014, by and among the Company, Holdings, the


September 17, 2014

Page 2

 

guarantors party thereto, Merrill Lynch and Credit Suisse (collectively, the “Unsecured Notes Registration Rights Agreement,” and, together with the Secured Notes Registration Rights Agreement, the “Registration Rights Agreements”).

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 the Company, Holdings and the Tennessee/Delaware 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 the Company, Holdings and the Tennessee/Delaware 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 following:

(i) the Secured Notes Registration Rights Agreement;

(ii) the Unsecured Notes Registration Rights Agreement;

(iii) the Secured Notes Indenture;

(iv) the Unsecured Notes Indenture;

(v) the forms of Exchange Notes;

(vi) the Registration Statement; and

(vii) the prospectus contained within the Registration Statement (the “Prospectus”).

In connection with our examination of documents, we have assumed the genuineness of signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us as certified, conformed or photographic 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. We have assumed that all documents we have reviewed (i) are the valid and binding obligations of and enforceable against each party thereto and (ii) have been duly authorized, executed and delivered by each party thereto (other than to the extent we render opinions below as to due authorization, execution and delivery by the Company, Holdings or the Tennessee/Delaware Subsidiary Guarantors).

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 transactions contemplated by the Registration Statement.

The opinions expressed herein are limited in all respects to the laws of the State of Tennessee, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, 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 the Company, Holdings or the Tennessee/Delaware Subsidiary Guarantors.


September 17, 2014

Page 3

 

With regard to our opinion in paragraph 1 below with respect to the Company’s, Holdings’ and the Tennessee/Delaware Subsidiary Guarantors’ good standing, we have based our opinions solely upon examination of the certificates of good standing issued by the Tennessee Secretary of State and the Delaware 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 the Company, Holdings and the Tennessee/Delaware Subsidiary Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.

(2) The Company has the requisite corporate power under the laws of the State of Delaware to execute, deliver and perform its obligations under the Indentures and the Exchange Notes and to issue the Exchange Notes.

(3) The execution and delivery by the Company of the Indentures and the performance of its obligations thereunder, including the issuance of the Exchange Notes, have been duly authorized by the Company by all necessary corporate action under Delaware law.

(4) Each of Holdings and the Tennessee/Delaware Subsidiary Guarantors has the requisite corporate, limited liability company, or limited partnership power, as applicable, under Delaware or Tennessee law, as applicable, to execute, deliver and perform its obligations under the Indentures, including the guarantee of the Exchange Notes.

(5) The execution and delivery by each of Holdings and the Tennessee/Delaware Subsidiary Guarantors of the Indentures and the performance of its obligations thereunder, including guaranteeing the Exchange Notes in accordance with the provisions of the Indentures, have been duly authorized by each of Holdings and the Tennessee/Delaware Subsidiary Guarantors by all necessary corporate, limited liability company or limited partnership action under Delaware or Tennessee law, as applicable.

We express no opinion as to compliance with Section 48-16-401 of the Tennessee Business Corporation Act or Section 48-249-306 of the Tennessee Revised Limited Liability Company Act, as applicable, insofar as the incurrence of the obligations governed by the Indentures may be deemed to be a distribution by any Tennessee/Delaware Subsidiary Guarantor that is incorporated or formed in the State of Tennessee.

Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of any changes in the facts or law relating to the matters covered by this opinion that may hereafter come to our attention.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement 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 hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Bass, Berry & Sims PLC


Schedule I

Tennessee/Delaware Subsidiary Guarantors

 

Name of Tennessee/Delaware Subsidiary Guarantor

  

State 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

Blue Island Hospital Company, LLC

   DE

Blue Island Illinois 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

Carlsbad Medical Center, 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

CHHS Holdings, LLC

   DE

CHS Kentucky Holdings, LLC

   DE

CHS Pennsylvania Holdings, LLC

   DE

CHS Virginia Holdings, LLC

   DE

CHS Washington Holdings, LLC

   DE

Clarksville Holdings II, LLC

   DE

Clarksville Holdings, LLC

   DE

Cleveland Tennessee Hospital Company, LLC

   DE

College Station Hospital, L.P.

   DE

College Station Medical Center, LLC

   DE

College Station Merger, LLC

   DE

Community GP Corp.

   DE

Community Health Investment Company, LLC

   DE

Community Health Systems, Inc.

   DE

Community LP Corp.

   DE

CP Hospital GP, LLC

   DE

CPLP, LLC

   DE


Crestwood Hospital, LLC

   DE

Crestwood Hospital, LP, LLC

   DE

CSMC, LLC

   DE

CSRA Holdings, LLC

   DE

Deaconess Holdings, LLC

   DE

Deaconess Hospital Holdings, LLC

   DE

Desert Hospital Holdings, LLC

   DE

Detar Hospital, LLC

   DE

DHFW Holdings, LLC

   DE

DHSC, LLC

   DE

Dukes Health System, LLC

   DE

Fallbrook Hospital Corporation

   DE

Florida HMA Holdings, LLC

   DE

Gadsden Regional Medical Center, LLC

   DE

GRMC Holdings, LLC

   DE

Hallmark Healthcare Company, LLC

   DE

Health Management Associates, Inc.

   DE

Health Management Associates, LP

   DE

Health Management General Partner I, LLC

   DE

Health Management General Partner, LLC

   DE

HMA Hospitals Holdings, LP

   DE

HMA Services GP, LLC

   DE

Hobbs Medco, LLC

   DE

Hospital of Barstow, Inc.

   DE

Kirksville Hospital Company, LLC

   DE

Lancaster Hospital Corporation

   DE

Las Cruces Medical Center, LLC

   DE

Lea Regional Hospital, LLC

   DE

Lone Star HMA, L.P.

   DE

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

Massillon Community Health System LLC

   DE

Massillon Health System LLC

   DE

Massillon Holdings, LLC

   DE

McKenzie Tennessee Hospital Company, LLC

   DE

Medical Center of Brownwood, LLC

   DE

Merger Legacy Holdings, LLC

   DE

Mesquite HMA General, LLC

   DE

Mississippi HMA Holdings I, LLC

   DE


Mississippi HMA Holdings II, LLC

   DE

MMC of Nevada, LLC

   DE

Moberly Hospital Company, LLC

   DE

MWMC Holdings, LLC

   DE

Nanticoke Hospital Company, LLC

   DE

National Healthcare of Leesville, Inc.

   DE

National Healthcare of Mt. Vernon, Inc.

   DE

National Healthcare of Newport, 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

Peckville Hospital Company, 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

QHG of Warsaw Company, LLC

   DE

Quorum Health Resources, 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

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

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 Corporation

   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 of Oregon, LLC

   DE

Triad-ARMC, LLC

   DE

Triad-Navarro Regional Hospital Subsidiary, LLC

   DE

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

Watsonville Hospital Corporation

   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

Youngstown Ohio Hospital Company, LLC

   DE

Brownsville Hospital Corporation

   TN

Campbell County HMA, LLC

   TN

Cleveland Hospital Corporation

   TN

Cocke County HMA, LLC

   TN


Dyersburg Hospital Corporation

   TN

HMA Fentress County General Hospital, LLC

   TN

Hospital of Morristown, Inc.

   TN

Jackson Hospital Corporation (TN)

   TN

Jefferson County HMA, LLC

   TN

Knoxville HMA Holdings, LLC

   TN

Lakeway Hospital Corporation

   TN

Lexington Hospital Corporation

   TN

Martin Hospital Corporation

   TN

McNairy Hospital Corporation

   TN

Metro Knoxville HMA, LLC

   TN

Shelbyville Hospital Corporation

   TN