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Exhibit 5.1
[Fried, Frank, Harris, Shriver & Jacobson Letterhead]
212-859-8136
(FAX: 212-859-8586)
October 27, 2000
Community Health Systems, Inc.
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
RE: Registration Statement on Form S-1 (No. 333-47354)
Ladies and Gentlemen:
We have acted as special counsel for Community Health Systems, Inc., a
Delaware corporation (the "Company"), in connection with the underwritten
public offering (the "Offering") by the Company and certain selling
stockholders (the "Selling Stockholders") of shares (the "Shares") of common
stock, par value $.01 per share, of the Company, including Shares which may
be offered and sold upon the exercise of any over-allotment option granted to
the underwriters by the Selling Stockholders. The Shares are to be offered
to the public (i) in the United States and Canada pursuant to a purchase
agreement to be entered into by and among the Company, CHS/Community Health
Systems, Inc., Merrill Lynch & Co., Credit Suisse First Boston, Banc of
America Securities LLC, Chase H&Q, Goldman, Sachs & Co. and Morgan Stanley
Dean Witter as representatives of the underwriters (the "U.S. Purchase
Agreement") and (ii) outside of the United States and Canada pursuant to a
purchase agreement to be entered into by and among the Company, CHS/Community
Health Systems, Inc., Merrill Lynch International, Credit Suisse First Boston
(Europe) Limited, Bank of America International Limited, Chase H&Q, Goldman
Sachs International and Morgan Stanley Dean Witter as representatives of the
underwriters (together with the U.S. Purchase Agreement, the "Purchase
Agreements"). The opinion set forth below is based on the assumption that at
least par value will be paid for the Shares.
With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification
on our part except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such assumptions
or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction
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copies of such agreements, instruments, documents and records of the Company,
such certificates of public officials and such other documents, and (iii)
received such information from officers and representatives of the Company as
we have deemed necessary or appropriate for the purposes of this opinion. In
all examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, representations and warranties
contained in the Purchase Agreements and certificates and oral or written
statements and other information of or from representatives of the Company
and others and assume compliance on the part of all parties to the Purchase
Agreements with their covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations and assumptions
set forth herein, we are of the opinion that the Shares registered pursuant
to the Registration Statement to be sold by the Selling Stockholders have
been duly authorized, validly issued, fully paid and non-assessable and the
Shares registered pursuant to the Registration Statement to be sold by the
Company (when issued, delivered and paid for in accordance with the terms of
the Purchase Agreements) will be duly authorized, validly issued, fully paid
and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware (the "GCLD") and applicable provisions of the
Delaware Constitution, in each case as currently in effect, and reported
judicial decisions interpreting the GCLD and the Delaware Constitution.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the caption
"Legal Matters" in the Prospectuses forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in the
category of such persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Jeffrey Bagner
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Jeffrey Bagner
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