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Exhibit 5
[LETTERHEAD OF BASS, BERRY & SIMS PLC]
December 8, 2000
HCA - The Healthcare Company
One Park Plaza
Nashville, TN 37203
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
by you with the Securities and Exchange Commission (the "Commission") on
December 8, 2000, with respect to the proposed issuance from time to time of up
to an aggregate principal amount of $1.5 billion of debt securities (the "Debt
Securities") of HCA - The Healthcare Company, a Delaware corporation (the
"Company").
The Debt Securities are to be issued pursuant to the terms of an
indenture (the "Indenture") dated December 16, 1993, between the Company and The
First National Bank of Chicago, as trustee, as supplemented by the First
Supplemental Indenture dated as of May 25, 2000, between the Company and Bank
One Trust Company, N.A., the successor of The First National Bank of Chicago, as
trustee.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the Debt Securities, when duly executed and
authenticated in accordance with the terms of the Indenture, and issued and
delivered against payment to the Company of the authorized consideration
therefor, will have been validly issued and will be legally binding obligations
of the Company.
We express no opinion herein other than as to the Delaware General
Corporation Law, which shall include the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting such laws, and the
federal law of the United States.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Opinions" and the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
