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EXHIBIT 5.1
[Letterhead of Harter, Secrest & Emery LLP]
January 12, 2001
Health Management Associates
5811 Pelican Bay Boulevard, Suite 500
Naples, Florida 34108-2710
Ladies and Gentlemen:
We have acted as counsel to Health Management Associates, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $488,750,000 aggregate
principal amount at maturity of the Company's Convertible Debentures Due 2020
(the "Debentures"), and such indeterminate number of shares of class A common
stock, $0.01 par value, of the Company, as may be required for issuance upon
conversion of the Debentures (the "Conversion Shares"), on a Registration
Statement on Form S-3 (such Registration Statement, as it may be amended from
time to time, the "Registration Statement"). The Debentures and the Conversion
Shares are to be offered and sold by certain securityholders of the Company.
We have examined such corporate records, other documents and questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
Our opinions set forth below are limited to the General Corporation Law of the
State of Delaware and the laws of the State of New York.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we advise you that in our opinion:
1. The Debentures are valid and binding obligations of the Company
entitled to the benefits of the Indenture, dated as of August 16, 2000, between
the Company and First Union National Bank, as trustee, and enforceable against
the Company in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
2. The Conversion Shares have been duly authorized, and, if and when
issued by the Company upon conversion of the Debentures in accordance with the
terms of the Debentures and the Indenture, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion, and our opinion, dated
August 16, 2000, as to certain tax matters relating to the Debentures, as
exhibits to the Registration Statement and the reference to this firm under the
caption "Legal Matters" in the Prospectus contained therein. This consent is not
to be construed as an admission that we are a party whose consent is required to
be filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
The opinions expressed herein are solely for your benefit, and may be
relied upon only by you.
Very truly yours,
/s/ Harter, Secrest & Emery
