EX-5.1 2 d692119dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

March 12, 2019

Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067

Ladies and Gentlemen:

We have acted as counsel to Community Health Systems, Inc., a Delaware corporation (“Community Health Systems, Inc.”), CHS/Community Health Systems, Inc., a Delaware corporation (“CHS” and together with Community Health Systems, Inc., the “Issuers”), a wholly-owned subsidiary of Community Health Systems, Inc., the subsidiaries of Community Health Systems, Inc. listed on Schedule I (the “Schedule I Guarantors”) and Schedule II (the “Schedule II Guarantors” and, collectively with the Schedule I Guarantors, the “Covered Subsidiary Guarantors”), and the other subsidiaries of CHS listed on Schedule III (the “Schedule III Guarantors” and, collectively with the Covered Subsidiary Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to (i) shares of common stock of Community Health Systems, Inc., par value $0.01 per share (the “Common Stock”); (ii) warrants to purchase Common Stock (the “Common Stock Warrants”); (iii) shares of preferred stock of Community Health Systems, Inc., par value $0.01 per share (the “Preferred Stock”); (iv) warrants to purchase Preferred Stock (the “Preferred Stock Warrants”); (v) depositary shares (the

Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

“Depositary Shares”) representing fractional interests in either Common Stock or Preferred Stock, which will be evidenced by depositary receipts (the “Depositary Receipts”); (vi) warrants to purchase Depositary Shares (the “Depositary Share Warrants”); (vii) debt securities of either Issuer, which may be either senior (the “Senior Debt Securities”) or subordinated (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”) and, in each case, which may be convertible or exchangeable into other securities of the applicable Issuer; (viii) warrants to purchase Debt Securities (the “Debt Security Warrants” and, together with the Common Stock Warrants, Preferred Stock Warrants and Depositary Share Warrants, the “Warrants”); (ix) guarantees of Community Health Systems, Inc., CHS and the Guarantors to be issued in connection with the Debt Securities, in each case as applicable (the “Guarantees”); and (x) Common Stock, Preferred Stock, Debt Securities and Guarantees that may be issued upon conversion, exchange or exercise of Debt Securities or Securities Warrants (as defined below), whichever is applicable. The Common Stock, the Preferred Stock, the Depositary Shares, the Debt Securities, the Securities Warrants and the Guarantees are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time for an indeterminate aggregate initial offering price.

The Depositary Shares and related Depositary Receipts will be issued pursuant to one or more Deposit Agreements (each, a “Deposit Agreement”) between the Issuers and a depositary named therein (a “Depositary”).

The Senior Debt Securities and any Guarantees thereof will be issued under either (i) an indenture in the form filed as an Exhibit to the Registration Statement (the “Community Health Systems, Inc. Senior Base Indenture” and including any supplemental indentures related thereto, the “Community Health Systems, Inc. Senior Indenture”), among Community Health Systems,

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

Inc., the applicable Guarantors and Regions Bank, as trustee (the “Senior Trustee”) or (ii) an indenture in the form filed as an Exhibit to the Registration Statement (the “CHS Senior Base Indenture” and including any supplemental indentures related thereto, the “CHS Senior Indenture”), among CHS, the applicable Guarantors and the Senior Trustee. The Subordinated Debt Securities and the Guarantees thereof, if any, will be issued under either (i) an indenture in the form filed as an Exhibit to the Registration Statement (the “Community Health Systems, Inc. Subordinated Base Indenture” and including any supplemental indentures related thereto, the “Community Health Systems, Inc. Subordinated Indenture”), among Community Health Systems, Inc., the applicable Guarantors and Regions Bank, as trustee (the “Subordinated Trustee”) or (ii) an indenture in the form filed as an Exhibit to the Registration Statement (the “CHS Subordinated Base Indenture” and including any supplemental indentures related thereto, the “CHS Subordinated Indenture”), among CHS, the applicable Guarantors and the Subordinated Trustee. The Community Health Systems, Inc. Senior Indenture, the CHS Senior Indenture, the Community Health Systems, Inc. Subordinated Indenture and the CHS Subordinated Indenture are hereinafter referred to collectively as the “Indentures.”

The Warrants, if any, will be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between either Issuer and such warrant agent as shall be named therein. Each party to a Warrant Agreement other than the applicable Issuer is referred to hereinafter as a “Counterparty.”

The Deposit Agreements, Indentures and Warrant Agreements are hereinafter referred to collectively as the “Securities Agreements.”

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

We have examined the Registration Statement; the form of the share certificate for the Common Stock and the Indentures (including the forms of Senior Debt Securities and Subordinated Debt Securities and any Guarantees thereof set forth therein), each of which is an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents and online databases of public officials and such certificates or comparable documents of officers and representatives of the Issuers and the Guarantors and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that, at the time of execution, authentication, issuance and delivery of any of the Securities, the applicable Securities Agreement will be the valid and legally binding obligation of each party thereto other than the Issuers and any Guarantor. We also have assumed that, with respect to the issuance of any shares of Common Stock or Preferred Stock, the amount of valid consideration paid in respect of such shares will equal or exceed the par value of such shares.

In rendering the opinions set forth below, we have assumed further that, at the time of execution, authentication, issuance and delivery, as applicable, of each of the applicable Securities Agreements and Securities, (1) the Issuers and each Guarantor will be validly existing and in good standing (or, with respect to the Schedule II Guarantors, listed as active on the franchise tax status records of the Comptroller of Public Accounts of the State of Texas) under the law of the jurisdiction in which it is organized and such Securities Agreements and such

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

Guarantees will have been duly authorized, executed and delivered, as applicable, by the Issuers and each Guarantor in accordance with its organizational documents and the law of the jurisdiction in which it is organized, (2) the execution, delivery, issuance and performance, as applicable, by the Issuers and each Guarantor of such Securities Agreement and such Securities will not constitute a breach or violation of its organizational documents or violate the law of the jurisdiction in which it is organized or any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act or the Texas Business Organizations Code, assuming there shall not have been any change in such laws affecting the validity or enforceability of such Securities Agreement and such Securities) and (3) the execution, delivery, issuance and performance, as applicable, by the Issuers and each Guarantor of such Securities Agreement and such Securities (a) will not constitute a breach or default under any agreement or instrument which is binding upon the Issuers or any such Guarantor and (b) will comply with all applicable regulatory requirements.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

 

  1.

With respect to the Common Stock, assuming (a) the taking by the Board of Directors of Community Health Systems, Inc. of all necessary corporate action to authorize and approve the issuance of the Common Stock and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then binding on the Issuers and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by the Board of Directors of Community Health Systems, Inc. and otherwise in accordance with the provisions of such agreement, the certificate of incorporation, by-laws and the Delaware General Corporation Law, the Common Stock will be validly issued, fully paid and nonassessable.

 

  2.

With respect to the Preferred Stock, assuming (a) the taking by the Board of Directors of Community Health Systems, Inc. of all necessary corporate action to authorize and approve the issuance and terms of the Preferred Stock and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

  binding on Community Health Systems, Inc., (b) due filing of the applicable definitive Certificate of Designations with respect to such Preferred Stock and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by the Board of Directors of Community Health Systems, Inc. and otherwise in accordance with the provisions of such agreement, the certificate of incorporation, by-laws and the Delaware General Corporation Law the Preferred Stock will be validly issued, fully paid and nonassessable.

 

  3.

With respect to the Depositary Shares, assuming (a) the taking of all necessary corporate action by the Board of Directors of Community Health Systems, Inc. to authorize and approve the issuance and delivery to the Depositary of the Preferred Stock represented by the Depositary Shares, the issuance and terms of the Depositary Shares and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then binding on Community Health Systems, Inc. and (b) the due execution, issuance and delivery of Depositary Receipts evidencing the Depositary Shares against deposit of the Preferred Stock in accordance with the applicable definitive Deposit Agreement, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by the Board of Directors of Community Health Systems, Inc. and otherwise in accordance with the provisions of such agreement and such Deposit Agreement, the Depositary Shares will represent legal and valid interests in such Preferred Stock and the Depositary Receipts will constitute valid evidence of such interests in such Preferred Stock.

 

  4.

With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action by the Board of Directors of the applicable Issuer or duly authorized officers of the applicable Issuer (such Board of Directors or authorized officers being referred to herein as the “Issuer Authorizing Party”) to authorize and approve the issuance and terms of any Debt Securities and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then binding on the Issuers, and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by the Issuer Authorizing Party and otherwise in accordance with the provisions of such agreement and the applicable Indenture, such Debt Securities will constitute valid and legally binding obligations of the applicable Issuer enforceable against the applicable Issuer in accordance with their terms.

 

  5.

With respect to the Guarantees, assuming (a) the taking of all necessary corporate, limited liability company or limited partnership action by the applicable Board of Directors of each Guarantor or duly authorized members, managers, general partners or officers of such Guarantor (each such Board of Directors or duly authorized members, managers, general partners or officers being referred to herein as the “Guarantor Authorizing Party”) to authorize and approve the issuance and terms of any Guarantees and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then binding on such Guarantor, (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

  such Guarantees, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by the Guarantor Authorizing Party and otherwise in accordance with the provisions of such agreement and the applicable Indenture and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

 

  6.

With respect to the Warrants, assuming (a) the taking of all necessary corporate action by the applicable Board of Directors or in the case of the Debt Securities Warrants, the Authorizing Party, to authorize and approve the issuance and terms of any Warrants and the terms of the offering thereof so as not to violate any applicable law or agreement or instrument then binding on the Issuers and (b) the due execution, countersignature, issuance and delivery of such Warrants, upon payment therefor in accordance with the applicable definitive underwriting, purchase or similar agreement approved by such Board of Directors and otherwise in accordance with the provisions of such agreement and the applicable definitive Warrant Agreement, such Warrants will constitute valid and legally binding obligations of the applicable Issuer enforceable against the applicable Issuer in accordance with their terms.

Our opinions set forth in paragraphs 3 through 6 above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (A) the waiver of rights and defenses contained in Section 515 of the Indentures or (B) Section 110 of the Indentures relating to the separability of provisions of the Indentures.

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Texas Business Organizations Code.

 

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Community Health Systems, Inc.

CHS/Community Health Systems, Inc.

   March 12, 2019

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

 

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Schedule I – Delaware Guarantors

 

Name

  

Juris

1.    Abilene Hospital, LLC   DE
2.    Abilene Merger, LLC   DE
3.    Affinity Health Systems, LLC   DE
4.    Affinity Hospital, LLC   DE
5.    Berwick Hospital Company, LLC   DE
6.    Birmingham Holdings II, LLC   DE
7.    Birmingham Holdings, LLC   DE
8.    Bluefield Holdings, LLC   DE
9.    Bluefield Hospital Company, LLC   DE
10.    Bluffton Health System LLC   DE
11.    Brownwood Hospital, L.P.   DE
12.    Brownwood Medical Center, LLC   DE
13.    Bullhead City Hospital Investment Corporation   DE
14.    Carlsbad Medical Center, LLC   DE
15.    Carolinas Holdings, LLC   DE
16.    Carolinas JV Holdings General, LLC   DE
17.    Carolinas JV Holdings II, LLC   DE
18.    Carolinas JV Holdings, L.P.   DE
19.    Central Florida HMA Holdings, LLC   DE
20.    Central States HMA Holdings, LLC   DE
21.    Chestnut Hill Health System, LLC   DE
22.    CHHS Holdings, LLC   DE
23.    CHHS Hospital Company, LLC   DE
24.    CHS Pennsylvania Holdings, LLC   DE
25.    CHS Receivables Funding, LLC   DE
26.    CHS Tennessee Holdings, LLC   DE
27.    CHS Virginia Holdings, LLC   DE
28.    Clarksville Holdings II, LLC   DE
29.    Clarksville Holdings, LLC   DE
30.    Cleveland Tennessee Hospital Company, LLC   DE
31.    College Station Hospital, L.P.   DE
32.    College Station Medical Center, LLC   DE
33.    College Station Merger, LLC   DE
34.    Community Health Investment Company, LLC   DE
35.    CP Hospital GP, LLC   DE
36.    CPLP, LLC   DE
37.    Crestwood Healthcare, L.P.   DE
38.    Crestwood Hospital LP, LLC   DE
39.    Crestwood Hospital, LLC   DE
40.    CSMC, LLC   DE

Name

  

Juris

41.    Deaconess Holdings, LLC   DE
42.    Deaconess Hospital Holdings, LLC   DE
43.    Desert Hospital Holdings, LLC   DE
44.    Detar Hospital, LLC   DE
45.    DHFW Holdings, LLC   DE
46.    Dukes Health System, LLC   DE
47.    Florida HMA Holdings, LLC   DE
48.    Gadsden Regional Medical Center, LLC   DE
49.    GRMC Holdings, LLC   DE
50.    Hallmark Healthcare Company, LLC   DE
51.    Health Management Associates, LLC   DE
52.    Health Management Associates, LP   DE
53.    Health Management General Partner I, LLC   DE
54.    Health Management General Partner, LLC   DE
55.    HMA Hospitals Holdings, LP   DE
56.    HMA Services GP, LLC   DE
57.    HMA-TRI Holdings, LLC   DE
58.    Hobbs Medco, LLC   DE
59.    Kirksville Hospital Company, LLC   DE
60.    Knox Hospital Company, LLC   DE
61.    Lancaster Hospital Corporation   DE
62.    La Porte Health System, LLC   DE
63.    La Porte Hospital Company, LLC   DE
64.    Las Cruces Medical Center, LLC   DE
65.    Lea Regional Hospital, LLC   DE
66.    Longview Clinic Operations Company, LLC   DE
67.    Longview Medical Center, L.P.   DE
68.    Longview Merger, LLC   DE
69.    LRH, LLC   DE
70.    Lutheran Health Network of Indiana, LLC   DE
71.    Mary Black Health System LLC   DE
72.    Medical Center of Brownwood, LLC   DE
73.    Mississippi HMA Holdings I, LLC   DE
74.    Mississippi HMA Holdings II, LLC   DE
75.    Moberly Hospital Company, LLC   DE
76.    Natchez Hospital Company, LLC   DE
77.    National Healthcare of Leesville, Inc.   DE
78.    Navarro Hospital, L.P.   DE
79.    Navarro Regional, LLC   DE
80.    NC-DSH, LLC   DE
81.    Northwest Arkansas Hospitals, LLC   DE
82.    Northwest Hospital, LLC   DE

 

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Name

  

Juris

83.    NOV Holdings, LLC   DE
84.    NRH, LLC   DE
85.    Oro Valley Hospital, LLC   DE
86.    Palmer-Wasilla Health System, LLC   DE
87.    Pennsylvania Hospital Company, LLC   DE
88.    Phoenixville Hospital Company, LLC   DE
89.    Pottstown Hospital Company, LLC   DE
90.    QHG Georgia Holdings, Inc.   DE
91.    QHG Georgia Holdings II, LLC   DE
92.    QHG of Bluffton Company, LLC   DE
93.    QHG of Fort Wayne Company, LLC   DE
94.    Regional Hospital of Longview, LLC   DE
95.    Ruston Hospital Corporation   DE
96.    Ruston Louisiana Hospital Company, LLC   DE
97.    SACMC, LLC   DE
98.    San Angelo Community Medical Center, LLC   DE
99.    San Angelo Medical, LLC   DE
100.    Scranton Holdings, LLC   DE
101.    Scranton Hospital Company, LLC   DE
102.    Scranton Quincy Holdings, LLC   DE
103.    Scranton Quincy Hospital Company, LLC   DE
104.    Siloam Springs Arkansas Hospital Company, LLC   DE
105.    Siloam Springs Holdings, LLC   DE
106.    Southeast HMA Holdings, LLC   DE
107.    Southern Texas Medical Center, LLC   DE
108.    Southwest Florida HMA Holdings, LLC   DE
109.    Tennessee HMA Holdings, LP   DE
110.    Tennyson Holdings, LLC   DE
111.    Tomball Texas Holdings, LLC   DE
112.    Tomball Texas Hospital Company, LLC   DE
113.    Triad Healthcare, LLC   DE
114.    Triad Holdings III, LLC   DE
115.    Triad Holdings IV, LLC   DE
116.    Triad Holdings V, LLC   DE
117.    Triad Nevada Holdings, LLC   DE
118.    Triad of Alabama, LLC   DE
119.    Triad-ARMC, LLC   DE
120.    Triad-Navarro Regional Hospital Subsidiary, LLC   DE
121.    Tunkhannock Hospital Company, LLC   DE
122.    VHC Medical, LLC   DE
123.    Vicksburg Healthcare, LLC   DE
124.    Victoria Hospital, LLC   DE

 

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Name

  

Juris

125.    Victoria of Texas, L.P.   DE
126.    Webb Hospital Corporation   DE
127.    Webb Hospital Holdings, LLC   DE
128.    Wesley Health System LLC   DE
129.    WHMC, LLC   DE
130.    Wilkes-Barre Behavioral Hospital Company, LLC   DE
131.    Wilkes-Barre Holdings, LLC   DE
132.    Wilkes-Barre Hospital Company, LLC   DE
133.    Woodland Heights Medical Center, LLC   DE
134.    Woodward Health System, LLC   DE

 

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Schedule II – Texas Guarantors

 

Name

  

Juris

1.    Granbury Hospital Corporation   TX
2.    Laredo Texas Hospital Company, L.P.   TX
3.    Weatherford Hospital Corporation   TX
4.    Weatherford Texas Hospital Company, LLC   TX

Schedule III Non-covered Guarantors

 

Name

  

Juris

1.    Foley Hospital Corporation   AL
2.    QHG of Enterprise, Inc.   AL
3.    Fort Smith HMA, LLC   AR
4.    MCSA, L.L.C.   AR
5.    QHG of Springdale, Inc.   AR
6.    Triad-El Dorado, Inc.   AR
7.    Van Buren H.M.A., LLC   AR
8.    Bullhead City Hospital Corporation   AZ
9.    Citrus HMA, LLC   FL
10.    HMA Santa Rosa Medical Center, LLC   FL
11.    Hospital Management Associates, LLC   FL
12.    Hospital Management Services of Florida, LP   FL
13.    Key West HMA, LLC   FL
14.    Naples HMA, LLC   FL
15.    Pasco Regional Medical Center, LLC   FL
16.    Port Charlotte HMA, LLC   FL
17.    Punta Gorda HMA, LLC   FL
18.    Venice HMA, LLC   FL
19.    QHG Georgia, LP   GA
20.    Frankfort Health Partner, Inc.   IN
21.    QHG of Clinton County, Inc.   IN
22.    Kennett HMA, LLC   MO
23.    Poplar Bluff Regional Medical Center, LLC   MO
24.    Biloxi H.M.A., LLC   MS
25.    Brandon HMA, LLC   MS
26.    Jackson HMA, LLC   MS
27.    Madison HMA, LLC   MS
28.    QHG of Forrest County, Inc.   MS
29.    QHG of Hattiesburg, Inc.   MS
30.    River Oaks Hospital, LLC   MS
31.    River Region Medical Corporation   MS
32.    ROH, LLC   MS
33.    Statesville HMA, LLC   NC
34.    Salem Hospital Corporation   NJ
35.    Roswell Hospital Corporation   NM
36.    Clinton HMA, LLC   OK
37.    Kay County Hospital Corporation   OK
38.    Kay County Oklahoma Hospital Company, LLC   OK
39.    Marshall County HMA, LLC   OK
40.    Seminole HMA, LLC   OK
41.    Coatesville Hospital Corporation   PA
42.    Chester HMA, LLC   SC

Name

  

Juris

43.    Gaffney H.M.A., LLC   SC
44.    QHG of South Carolina, Inc.   SC
45.    QHG of Spartanburg, Inc.   SC
46.    Campbell County HMA, LLC   TN
47.    Cleveland Hospital Company, LLC   TN
48.    Cocke County HMA, LLC   TN
49.    Dyersburg Hospital Company, LLC   TN
50.    HMA Fentress County General Hospital, LLC   TN
51.    Hospital of Morristown, LLC   TN
52.    Jackson Hospital Corporation (TN)   TN
53.    Jefferson County HMA, LLC   TN
54.    Knoxville HMA Holdings, LLC   TN
55.    Lakeway Hospital Company, LLC   TN
56.    Lebanon HMA, LLC   TN
57.    Martin Hospital Company, LLC   TN
58.    Metro Knoxville HMA, LLC   TN
59.    Shelbyville Hospital Company, LLC   TN
60.    Tullahoma HMA, LLC   TN
61.    Emporia Hospital Corporation   VA
62.    Franklin Hospital Corporation   VA
63.    Virginia Hospital Company, LLC   VA
64.    Oak Hill Hospital Corporation   WV

 

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