Exhibit 5.1
September 26, 2024
Universal Health Services, Inc.
Universal Corporate Center
367 South Gulph Road
P.O. Box 61558
King of Prussia, Pennsylvania 19406-0958
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”), with respect to certain legal matters in connection with the Company’s proposed issuance of $500 million aggregate principal amount of 4.625% Senior Secured Notes due 2029 and $500 million aggregate principal amount of 5.050% Senior Secured Notes due 2034 (collectively, the “Notes”), and the issuance of the related guarantees of the Notes by the Guarantors (the “Guarantees”), as contemplated by the Company’s and the Guarantors’ registration pursuant to a shelf registration statement on Form S-3 (such registration statement, as it may be amended from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement has been filed with the Commission and became effective upon filing. The Company’s prospectus dated September 16, 2024 was filed with the Commission as part of the Registration Statement (the “Base Prospectus”) and the Company’s prospectus supplement dated September 17, 2024 relating to the Notes and the Guarantees has been filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”).
The Company and Guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”), dated September 17, 2024, with J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters of the Notes, which shall be issued pursuant to an Indenture dated as of September 26, 2024 (the “Base Indenture”) and a Supplemental Indenture dated as of September 26, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) 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”).
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:
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Universal Health Services, Inc. September 26, 2024 Page 2 |
(a) | the Restated Certificate of Incorporation and bylaws of the Company, |
(b) | the organizational documents of the DE Guarantors, |
(c) | the Registration Statement, |
(d) | the Base Prospectus and the Prospectus Supplement, |
(e) | the Underwriting Agreement, |
(f) | the Base Indenture and the Supplemental Indenture, |
(g) | the Notes in global form as executed by the Company and authenticated by the Trustee, and |
(h) | the form of Officers’ Certificates to be delivered pursuant to Section 13.03 of the Base Indenture. |
The documents referred to in items (a) through (h) above, inclusive, are referred to herein collectively as the “Documents.”
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, the statements, representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their respective covenants and agreements contained therein.
All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the Company and the DE Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE Guarantors), (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than as expressly addressed below as to the Company and the Guarantors), enforceable against such parties in accordance with their respective terms; (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto; (vi) the Notes have been duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture; and (vii) the opinion letter dated the date hereof of Matthew D. Klein, Senior Vice President and General Counsel to the Company, regarding this issuance of the Notes and the Guarantees is accurate.
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Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
1. | The Notes are legally issued and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. |
2. | The Guarantees constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms. |
The foregoing opinions regarding the enforceability of the Notes and the Guarantees (collectively, the “Opinion Documents”) are subject to the following:
(i) | The enforceability of the Opinion Documents may be limited or affected by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement, probate, conservatorship, fraudulent transfer, fraudulent conveyance and other similar laws (including court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors generally, (b) the refusal of a particular court to grant (i) equitable remedies, including, without limiting the generality of the foregoing, specific performance and injunctive relief, or (ii) a particular remedy sought under any Opinion Document as opposed to another remedy provided for therein or another remedy available at law, admiralty or in equity, (c) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity, admiralty or at law), and (d) judicial discretion. |
(ii) | In rendering the foregoing opinions, we express no opinion as to (a) the availability of certain equitable remedies, including specific performance; (b) provisions in the Opinion Documents that purport to (i) restrict access to legal or equitable remedies, (ii) establish property classifications, presumptions or evidentiary standards, or (iii) waive or affect rights or defenses of any party that may not be waived or affected under applicable law, (c) provisions in the Opinion Documents relating to severability clauses, (d) provisions in the Opinion Documents relating to indemnities and rights of contribution to the extent prohibited by public policy or which might require indemnification or contribution for losses or expenses caused by negligence, gross negligence, willful misconduct, fraud or illegality of a party otherwise entitled to indemnification or contribution, and (e) the effect of any provision of the Opinion Documents which is intended to permit modification thereof only by means of an agreement signed in writing by the parties thereto. |
(iii) | We note that the enforceability of specific provisions of the Opinion Documents may be subject to standards of reasonableness, care and diligence and “good faith” limitations and obligations such as those provided in Sections 1-302(b), 1-303, 1-304 and 1-309 of the New York Uniform Commercial Code and applicable principles of common law and judicial decisions. |
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(iv) | We have assumed that the Trustee and the Collateral Agent will enforce and perform each Opinion Document in compliance with the provisions thereof and all requirements of applicable law. |
(v) | In connection with any provisions of the Opinion Documents whereby the Company or any Guarantor submits to the jurisdiction of the United States District Court for the Southern District of New York, we note the limitations of 28 U.S.C. §§ 1331 and 1332 on Federal court jurisdiction, and we also note that such submissions cannot supersede such court’s discretion in determining whether to transfer an action from one Federal court to another under 28 U.S.C. § 1404(a). |
(vi) | With respect to the valid existence and good standing of the Company and the DE Guarantors, we have relied solely upon certificates of public officials in the State of Delaware, without further investigation. |
The opinions expressed herein are limited to the laws of the State of New York and to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the state of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the date hereof, and we undertake no responsibility to update or supplement this letter after such time.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof and to the reference to this firm under the caption “Legal Matters” in the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP |
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SCHEDULE I
DE GUARANTORS
Entity | Jurisdiction of or organization | |
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 | |
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 |
Universal Health Services, Inc. September 26, 2024 Page 6 |
Entity | Jurisdiction of or organization | |
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 | |
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 |
Universal Health Services, Inc. September 26, 2024 Page 7 |
Entity | Jurisdiction of or organization | |
UHS Of Madera, Inc. | Delaware | |
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 |
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SCHEDULE II
NON-DE GUARANTOR
Entity | Jurisdiction of | |
ABS Lincs Ky, LLC | Virginia | |
ABS Lincs SC, Inc. | South Carolina | |
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 | |
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 |
Universal Health Services, Inc. September 26, 2024 Page 9 |
Entity | Jurisdiction of | |
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 and Youth Services, LLC | Tennessee | |
Keystone Marion, LLC | Virginia | |
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 | |
Riverside Medical Clinic Patient Services, L.L.C. | California | |
Rolling Hills Hospital, LLC | Tennessee | |
Samson Properties, LLC | Florida |
Universal Health Services, Inc. September 26, 2024 Page 10 |
Entity | Jurisdiction of | |
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 | |
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 |