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EXHIBIT 8.1
[Letterhead of Harter, Secrest & Emery LLP]
August 16, 2000
Health Management Associates, Inc.
5811 Pelican Bay Blvd., Suite 500
Naples, FL 34108
Ladies and Gentlemen:
We have acted as counsel to Health Management Associates, Inc., a Florida
corporation ("HMA"), in connection with the offering of the Convertible Senior
Subordinated Debentures ("Debentures") issued pursuant to the Offering
Memorandum dated August 10, 2000. Capitalized terms used and not otherwise
defined in this letter have the same meanings set forth in the Offering
Memorandum.
In connection with this opinion, we have examined originals or certified,
conformed or reproduction copies of the form of Debentures, the Indenture and
the Offering Memorandum, and without independent verification or investigation,
we have relied upon the accuracy thereof. In addition we have assumed the
offering will be consummated pursuant to the terms of the Offering Memorandum.
We have also examined originals or certified, conformed or reproduction copies
of such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein, and, without
independent investigation or verification, have relied upon the accuracy
thereof.
In our examination, we have assumed, without independent verification or
investigation, that (1) we have been provided with true, correct, and complete
copies of the foregoing documents; (2) that the documents are effected in
accordance with the terms thereof; (3) there are no other documents that affect
the opinions hereinafter set forth; and (4) the documents reviewed by us reflect
the entire understanding of the parties thereto with respect to the subject
matter thereof. As to any facts material to the opinions expressed herein that
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other representatives of
and accountants for, HMA. Our opinion is conditioned upon, among other things,
the initial and continuing accuracy of the facts, information, covenants, and
representations set forth in the documents referred to above and the statements
and representations referred to above.
Based upon and subject to the foregoing, we are of the opinion that the
Debentures will be treated as indebtedness for United States federal income tax
purposes. We hereby confirm that the discussion set forth in the Offering
Memorandum under the heading "Federal Income Tax Considerations" does not
purport to discuss all possible United States federal income tax consequences of
the purchase, ownership, and disposition of the Debentures. However, we believe
such discussion constitutes, with respect to the United States federal income
tax consequences discussed, an accurate summary of all material United States
federal income tax consequences of the purchase, ownership and disposition of
the Debentures, based upon current law and the assumptions stated or referred to
therein.
This opinion is not binding on the Internal Revenue Service (the "Service"), and
no ruling has been or will be requested from the Service as to any United States
federal tax consequences described above. Although this opinion is based upon
our best interpretation of the current provisions of the Internal Revenue Code
of 1986, as amended, and the Treasury Department Regulations promulgated
thereunder, as well as existing court decisions and administrative rulings, and
sets forth the conclusions we believe will be reached by a court if the issues
were properly briefed and presented to it, the tax law underlying this opinion
is not entirely clear, and, therefore, no assurance can be provided that a court
would in fact agree with our interpretation. Further, we can provide no
assurance that the applicable law will not change in a manner that will
adversely affect these consequences, and any such adverse change could be
retroactive.
We express no opinion as to any United States federal income tax consequence
other than as specifically set forth herein, and we express no opinion with
respect to the amount or timing of any federal income tax deductions or credits
or with respect to any tax issue arising under state, local, or foreign tax
provisions. Further, we express no opinion regarding the accuracy or validity of
any mathematical or numerical calculation related to the Debentures.
Finally, we expressly disclaim any duty to update this letter in the future in
the event there are any changes in relevant fact or law that may affect any of
our opinions expressed herein.
We are furnishing the opinions expressed herein solely for your benefit, and
they may not be relied upon, quoted from or delivered to any person other than
you without express, prior written consent. We hereby consent to a reference to
us and this opinion in the Offering Memorandum.
Very truly yours,
/s/ Harter, Secrest & Emery llp
