Exhibit 5.2
Universal Health Services, Inc.
367 South Gulph Road
P.O. Box 61558
King of Prussia, PA 19406
November 9, 2022
Universal Health Services, Inc.
and the Subsidiary Guarantors
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
I am Senior Vice President and General Counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedules I and II hereto (the “Subsidiary Guarantors”) and I am delivering this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Subsidiary Guarantors with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration under the Securities Act of (i) the offering and issuance of 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”) as described in the Registration Statement (the “Exchange Offer”) and (ii) the guarantees of the Exchange Notes by the Subsidiary Guarantors (the “Guarantees”).
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 Subsidiary Guarantors, U.S. Bank 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 Subsidiary Guarantors, the Trustee and the Collateral Agent, the Second Supplemental Indenture, dated as of June 23, 2022, among the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, and the Third Supplemental Indenture, dated as of November 4, 2022, among the Company, the Subsidiary
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
Page 2
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 Subsidiary Guarantors, the Trustee and the Collateral Agent, as supplemented by the First Supplemental Indenture, dated as of June 23, 2022, among the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, and the Second Supplemental Indenture, dated as of November 4, 2022, among the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent (collectively, the “2021 Indenture”).
In connection with this opinion, I have reviewed the Registration Statement insofar as it relates to the Exchange Notes and the Guarantees. I have also examined the following:
| (i) | the 2020 Indenture and the 2021 Indenture; |
| (ii) | duplicates of the global certificates representing the Exchange Notes; |
| (iii) | the Guarantees, the terms of which are set forth in the 2020 Indenture and the 2021 Indenture; |
| (iv) | the Registration Rights Agreement, dated as of September 21, 2020, by and among the Company, the Subsidiary Guarantors party thereto, and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, and |
| (v) | the Registration Rights Agreement, dated as of August 24, 2021, by and among the Company, the Subsidiary Guarantors party thereto, and J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Truist Securities, Inc. |
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of the Company’s legal staff (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of Subsidiary Guarantors named on Schedule I hereto (the “Schedule I Guarantors”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Guarantors and, to the extent obtained, from various state authorities, status telecopies provided by Corporation Service Company, and such other documents and records relating to the Schedule I Guarantors as I have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of the Schedule I Guarantors and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company and the Schedule I Guarantors.
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
Page 3
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that: (1) each of the Schedule I Guarantors is validly existing and in good standing as a corporation, limited liability company, limited partnership or partnership, as applicable, under the law of its jurisdiction of organization and has full corporate, limited liability company, limited partnership or partnership power and authority, as the case may be, to issue the Guarantees and (2) each of the 2020 Indenture and the 2021 Indenture has been duly authorized, executed and delivered by each of the Schedule I Guarantors.
This opinion letter is given as of the date hereof, and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
Very truly yours,
/s/ MATTHEW D. KLEIN
Matthew D. Klein
General Counsel
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
Page 4
SCHEDULE I
Entity | Jurisdiction of incorporation or | |
| ABS Lincs Ky, LLC | Virginia | |
| ABS Lincs SC, Inc. | South Carolina | |
| ABS Lincs VA, Inc. | Virginia | |
| Aiken Regional Medical Centers, LLC | South Carolina | |
| Alliance Health Center, Inc. | Mississippi | |
| Alternative Behavioral Services, Inc. | Virginia | |
| AZ Holding 4, LLC | Arkansas | |
| Benchmark Behavioral Health System, Inc. | Utah | |
| BHC Alhambra Hospital, Inc. | Tennessee | |
| BHC Belmont Pines Hospital, Inc. | Tennessee | |
| BHC Fairfax Hospital, Inc. | Tennessee | |
| BHC Fox Run Hospital, Inc. | Tennessee | |
| BHC Fremont Hospital, Inc. | Tennessee | |
| BHC Health Services Of Nevada, Inc. | Nevada | |
| BHC Heritage Oaks Hospital, Inc. | Tennessee | |
| BHC Intermountain Hospital, Inc. | Tennessee | |
| BHC Montevista Hospital, Inc. | Nevada | |
| BHC Of Indiana, General Partnership | Tennessee | |
| BHC Pinnacle Pointe Hospital, LLC | Tennessee | |
| BHC Properties, LLC | Tennessee | |
| BHC Sierra Vista Hospital, Inc. | Tennessee | |
| BHC Streamwood Hospital, Inc. | Tennessee | |
| Bloomington Meadows, General Partnership | Tennessee | |
| Brentwood Acquisition, Inc. | Tennessee | |
| Brynn Marr Hospital, Inc. | North Carolina | |
| Canyon Ridge Hospital, Inc. | California | |
| CCS/Lansing, Inc. | Michigan | |
| Children’s Comprehensive Services, Inc. | Tennessee | |
| Columbus Hospital Partners, LLC | Tennessee | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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Entity | Jurisdiction of incorporation or | |
| Cumberland Hospital, LLC | Virginia | |
| Del Amo Hospital, Inc. | California | |
| District Hospital Partners, L.P. | District of Columbia | |
| Fannin Management Services, LLC | Texas | |
| First Hospital Corporation Of Virginia Beach | Virginia | |
| Forest View Psychiatric Hospital, Inc. | Michigan | |
| Fort Lauderdale Hospital, Inc. | Florida | |
| Garfield Park Hospital, LLC | Illinois | |
| Great Plains Hospital, Inc. | Missouri | |
| Gulf Coast Treatment Center, Inc. | Florida | |
| Gulph Mills Associates, LLC | Pennsylvania | |
| H. C. Corporation | Alabama | |
| H.C. Partnership | Alabama | |
| Harbor Point Behavioral Health Center, Inc. | Virginia | |
| Havenwyck Hospital Inc. | Michigan | |
| HHC Augusta, Inc. | Georgia | |
| HHC Indiana, Inc. | Indiana | |
| HHC Ohio, Inc. | Ohio | |
| HHC Poplar Springs, LLC | Virginia | |
| HHC River Park, Inc. | West Virginia | |
| HHC South Carolina, Inc. | South Carolina | |
| HHC St. Simons, Inc. | Georgia | |
| Holly Hill Hospital, LLC | Tennessee | |
| Horizon Health Austin, Inc. | Texas | |
| Horizon Mental Health Management, LLC | Texas | |
| HSA Hill Crest Corporation | Alabama | |
| Hughes Center, LLC | Virginia | |
| Keystone Continuum, LLC | Tennessee | |
| Keystone Education & Youth Services, LLC | Tennessee | |
| Keystone Marion, LLC | Virginia | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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Entity | Jurisdiction of incorporation or | |
| Keystone Memphis, LLC | Tennessee | |
| Keystone Newport News, LLC | Virginia | |
| Keystone NPS LLC | California | |
| Keystone Richland Center LLC | Ohio | |
| Keystone WSNC, L.L.C. | North Carolina | |
| Kids Behavioral Health Of Utah, Inc. | Utah | |
| Kingwood Pines Hospital, LLC | Texas | |
| La Amistad Residential Treatment Center, LLC | Florida | |
| Lancaster Hospital Corporation | California | |
| Lebanon Hospital Partners, LLC | Tennessee | |
| Mayhill Behavioral Health, LLC | Texas | |
| Meridell Achievement Center, Inc. | Texas | |
| Michigan Psychiatric Services, Inc. | Michigan | |
| Millwood Hospital, L.P. | Texas | |
| Milwaukee Behavioral Health, LLC | Wisconsin | |
| Neuro Institute Of Austin, L.P. | Texas | |
| North Spring Behavioral Healthcare, Inc. | Tennessee | |
| Northern Indiana Partners, LLC | Tennessee | |
| Northwest Texas Healthcare System, Inc. | Texas | |
| Oak Plains Academy Of Tennessee, Inc. | Tennessee | |
| Palmetto Behavioral Health System, L.L.C. | South Carolina | |
| Palmetto Lowcountry Behavioral Health, L.L.C. | South Carolina | |
| Palm Point Behavioral Health, LLC | Florida | |
| Park Healthcare Company | Tennessee | |
| Pennsylvania Clinical Schools, Inc. | Pennsylvania | |
| PSJ Acquisition, LLC | North Dakota | |
| Psychiatric Solutions Of Virginia, Inc. | Tennessee | |
| Ridge Outpatient Counseling, L.L.C. | Kentucky | |
| River Oaks, Inc. | Louisiana | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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Entity | Jurisdiction of incorporation or | |
| Riverside Medical Clinic Patient Services, L.L.C. | California | |
| Rolling Hills Hospital, LLC | Tennessee | |
| Samson Properties, LLC | Florida | |
| Schick Shadel of Florida, LLC | Florida | |
| SHC-KPH, LP | Texas | |
| Southeastern Hospital Corporation | Tennessee | |
| SP Behavioral, LLC | Florida | |
| Sparks Family Hospital, Inc. | Nevada | |
| Summit Oaks Hospital, Inc. | New Jersey | |
| Sunstone Behavioral Health, LLC | Tennessee | |
| Temecula Valley Hospital, Inc. | California | |
| Temple Behavioral Healthcare Hospital, Inc. | Texas | |
| Tennessee Clinical Schools, LLC | Tennessee | |
| Texas Cypress Creek Hospital, L.P. | Texas | |
| Texas Laurel Ridge Hospital, L.P. | Texas | |
| Texas Oaks Psychiatric Hospital, L.P. | Texas | |
| Texas San Marcos Treatment Center, L.P. | Texas | |
| Texas West Oaks Hospital, L.P. | Texas | |
| The Arbour, Inc. | Massachusetts | |
| The Bridgeway, LLC | Arizona | |
| The National Deaf Academy, LLC | Florida | |
| Three Rivers Behavioral Health, LLC | South Carolina | |
| Three Rivers Healthcare Group, LLC | South Carolina | |
| Turning Point Care Center, LLC | Georgia | |
| UHS Holding Company, Inc. | Nevada | |
| UHS Of Fuller, Inc. | Massachusetts | |
| UHS Of Hampton, Inc. | New Jersey | |
| UHS Of Hartgrove, Inc | Illinois | |
| UHS Of Lancaster, LLC | Pennsylvania | |
| UHS Of New Orleans, LLC | Louisiana | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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Entity | Jurisdiction of incorporation or | |
| UHS Of Oklahoma, LLC | Oklahoma | |
| UHS Of Pennsylvania, Inc. | Pennsylvania | |
| UHS Of River Parishes, Inc. | Louisiana | |
| UHS Of Timberlawn, Inc. | Texas | |
| UHS Of Westwood Pembroke, Inc. | Massachusetts | |
| UHS Oklahoma City LLC | Oklahoma | |
| UHSD, L.L.C. | Nevada | |
| UHSL, L.L.C. | Nevada | |
| United Healthcare Of Hardin, Inc. | Tennessee | |
| Universal Health Services Of Rancho Springs, Inc. | California | |
| University Behavioral, LLC | Florida | |
| Valle Vista Hospital Partners, LLC | Tennessee | |
| Valley Hospital Medical Center, Inc. | Nevada | |
| Wellington Regional Medical Center, LLC | Florida | |
| Wellstone Regional Hospital Acquisition, LLC | Indiana | |
| Windmoor Healthcare Inc. | Florida | |
| Zeus Endeavors, LLC | Florida | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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SCHEDULE II
Entity | Jurisdiction of incorporation or | |
| Ascend Health Corporation | Delaware | |
| Atlantic Shores Hospital, LLC | Delaware | |
| Beach 77 LP | Delaware | |
| Behavioral Health Management, LLC | Delaware | |
| Behavioral Health Realty, LLC | Delaware | |
| Behavioral Healthcare LLC | Delaware | |
| BHC Holdings, Inc. | Delaware | |
| BHC Mesilla Valley Hospital, LLC | Delaware | |
| BHC Northwest Psychiatric Hospital, LLC | Delaware | |
| Brentwood Acquisition—Shreveport, Inc. | Delaware | |
| Calvary Center, Inc. | Delaware | |
| CAT Realty, LLC | Delaware | |
| CAT Seattle, LLC | Delaware | |
| Cedar Springs Hospital, Inc. | Delaware | |
| Coral Shores Behavioral Health, LLC | Delaware | |
| Cumberland Hospital Partners, LLC | Delaware | |
| DHP 2131 K St, LLC | Delaware | |
| Diamond Grove Center, LLC | Delaware | |
| DVH Hospital Alliance LLC | Delaware | |
| Emerald Coast Behavioral Hospital, LLC | Delaware | |
| Fort Duncan Medical Center, L.P. | Delaware | |
| FRN, Inc. | Delaware | |
| Frontline Behavioral Health, Inc. | Delaware | |
| Frontline Hospital, LLC | Delaware | |
| Frontline Residential Treatment Center, LLC | Delaware | |
| HHC Delaware, Inc. | Delaware | |
| HHC Pennsylvania, LLC | Delaware | |
| Hickory Trail Hospital, L.P. | Delaware | |
| Horizon Health Corporation | Delaware | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
Page 10
Entity | Jurisdiction of incorporation or | |
| Horizon Health Hospital Services, LLC | Delaware | |
| Independence Physician Management, LLC | Delaware | |
| Keys Group Holdings LLC | Delaware | |
| Keystone/CCS Partners LLC | Delaware | |
| KMI Acquisition, LLC | Delaware | |
| Laurel Oaks Behavioral Health Center, Inc. | Delaware | |
| Liberty Point Behavioral Healthcare, LLC | Delaware | |
| Manatee Memorial Hospital, L.P. | Delaware | |
| McAllen Hospitals, L.P. | Delaware | |
| McAllen Medical Center, Inc. | Delaware | |
| Merion Building Management, Inc. | Delaware | |
| Ocala Behavioral Health, LLC | Delaware | |
| Palmetto Behavioral Health Holdings, LLC | Delaware | |
| Pasteur Healthcare Properties, LLC | Delaware | |
| Pendleton Methodist Hospital, L.L.C. | Delaware | |
| Premier Behavioral Solutions Of Florida, Inc. | Delaware | |
| Premier Behavioral Solutions, Inc. | Delaware | |
| Psychiatric Realty, LLC | Delaware | |
| Psychiatric Solutions Hospitals, LLC | Delaware | |
| Psychiatric Solutions, Inc. | Delaware | |
| Ramsay Managed Care, LLC | Delaware | |
| Ramsay Youth Services Of Georgia, Inc. | Delaware | |
| Riveredge Hospital Holdings, Inc. | Delaware | |
| RR Recovery, LLC | Delaware | |
| Salt Lake Behavioral Health, LLC | Delaware | |
| Salt Lake Psychiatric Realty, LLC | Delaware | |
| Shadow Mountain Behavioral Health System, LLC | Delaware | |
| Springfield Hospital, Inc. | Delaware | |
| Stonington Behavioral Health, Inc. | Delaware | |
| TBD Acquisition II, LLC | Delaware | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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| TBD Acquisition, LLC | Delaware | |
| TBJ Behavioral Center, LLC | Delaware | |
| Texas Hospital Holdings, Inc. | Delaware | |
| Toledo Holding Co., LLC | Delaware | |
| Two Rivers Psychiatric Hospital, Inc. | Delaware | |
| UBH Of Oregon, LLC | Delaware | |
| UBH Of Phoenix Realty, LLC | Delaware | |
| UBH Of Phoenix, LLC | Delaware | |
| UHP LP | Delaware | |
| UHS Capitol Acquisition, LLC | Delaware | |
| UHS Children’s Services, Inc. | Delaware | |
| UHS Funding, LLC | Delaware | |
| UHS Kentucky Holdings, L.L.C. | Delaware | |
| UHS Midwest Behavioral Health, LLC | Delaware | |
| UHS Of Anchor, L.P. | Delaware | |
| UHS Of Benton, LLC | Delaware | |
| UHS Of Bowling Green, LLC | Delaware | |
| UHS Of Centennial Peaks, L.L.C. | Delaware | |
| UHS Of Cornerstone Holdings, Inc. | Delaware | |
| UHS Of Cornerstone, Inc. | Delaware | |
| UHS Of D.C., Inc. | Delaware | |
| UHS Of Delaware, Inc. | Delaware | |
| UHS Of Denver, Inc. | Delaware | |
| UHS Of Dover, L.L.C. | Delaware | |
| UHS Of Doylestown, L.L.C. | Delaware | |
| UHS Of Fairmount, Inc. | Delaware | |
| UHS Of Georgia Holdings, Inc. | Delaware | |
| UHS Of Georgia, Inc. | Delaware | |
| UHS Of Greenville, LLC | Delaware | |
| UHS Of Lakeside, LLC | Delaware | |
| UHS Of Laurel Heights, L.P. | Delaware | |
| UHS Of Madera, Inc. | Delaware | |
Universal Health Services, Inc.
and the Subsidiary Guarantors
November 9, 2022
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| UHS Of Parkwood, Inc. | Delaware | |
| UHS Of Peachford, L.P. | Delaware | |
| UHS Of Phoenix, LLC | Delaware | |
| UHS Of Provo Canyon, Inc. | Delaware | |
| UHS Of Puerto Rico, Inc. | Delaware | |
| UHS Of Ridge, LLC | Delaware | |
| UHS Of Rockford, LLC | Delaware | |
| UHS Of Salt Lake City, L.L.C. | Delaware | |
| UHS Of Savannah, L.L.C. | Delaware | |
| UHS Of Spring Mountain, Inc. | Delaware | |
| UHS Of Springwoods, L.L.C. | Delaware | |
| UHS Of Summitridge, L.L.C. | Delaware | |
| UHS Of Texoma, Inc. | Delaware | |
| UHS Of Timpanogos, Inc. | Delaware | |
| UHS Of Tucson, LLC | Delaware | |
| UHS Of Wyoming, Inc. | Delaware | |
| UHS Sahara, Inc. | Delaware | |
| UHS Sub III, LLC | Delaware | |
| UHS-Corona, Inc. | Delaware | |
| Universal Health Services Of Palmdale, Inc. | Delaware | |
| University Behavioral Health Of El Paso, LLC | Delaware | |
| Valle Vista, LLC | Delaware | |
| Valley Health System LLC | Delaware | |
| Wekiva Springs Center, LLC | Delaware | |
| Willow Springs, LLC | Delaware | |
| Windmoor Healthcare Of Pinellas Park, Inc. | Delaware | |
| Wisconsin Avenue Psychiatric Center, Inc. | Delaware | |
