Exhibit 5.1
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November 9, 2022 | | Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 United States of America Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com |
Universal Health Services, Inc.
and the Guarantors
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
We have acted as counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule I hereto (the “DE Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE Guarantors” and, collectively with the DE Guarantors, the “Guarantors”), in connection with the Company’s offer to exchange up to $700,000,000 in aggregate principal amount of the Company’s 1.650% Senior Secured Notes due 2026 (the “2026 Exchange Notes”), $800,000,000 in aggregate principal amount of the Company’s 2.650% Senior Secured Notes due 2030 (the “2030 Exchange Notes”), and $500,000,000 in aggregate principal amount of the Company’s 2.650% Senior Secured Notes due 2032 (the “2032 Exchange Notes” and together with the 2026 Exchange Notes and the 2030 Exchange Notes, the “Exchange Notes”) in exchange for a like principal amount of the Company’s issued and outstanding 1.650% Senior Secured Notes due 2026 (the “2026 Original Notes”), 2.650% Senior Secured Notes due 2030 (the “2030 Original Notes”) and 2.650% Senior Secured Notes due 2032 (the “2032 Original Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 9, 2022 (the “Registration Statement”).
The 2030 Original Notes were issued, and the 2030 Exchange Notes will be issued, under the Indenture, dated as of September 21, 2020, among the Company, the Guarantors, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and JPMorgan Chase Bank, N.A. as collateral agent (the “Collateral Agent), as supplemented by the Supplemental Indenture, dated as of August 24, 2021, among the Company, the Guarantors, the Trustee and the Collateral Agent, the Second Supplemental Indenture, dated as of June 23, 2022, among the Company, the Guarantors, the Trustee and the Collateral Agent, and the Third Supplemental Indenture, dated as of November 4, 2022, among the Company, the Guarantors, the Trustee and the Collateral Agent (collectively, the “2020 Indenture”). The 2026 Original Notes and the 2032 Original Notes were issued, and the 2026 Exchange Notes and the 2032 Exchange Notes will be issued, under the Indenture, dated as of August 24, 2021, among the Company, the Guarantors, the Trustee and the Collateral Agent, as supplemented by the First Supplemental Indenture, dated as of June 23, 2022, among the Company, the Guarantors, the Trustee and the Collateral Agent, and the Second Supplemental Indenture, dated as of November 4, 2022, among the Company, the Guarantors, the Trustee and the Collateral Agent (collectively, the “2021 Indenture” and, together with the 2020 Indenture, the “Indentures”). Pursuant to the Indentures, the Original Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indentures (the “Original Note Guarantees” and the “Exchange Note Guarantees,” respectively).
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