Exhibit 5.1
[GENERAL COUNSEL'S LETTERHEAD]
September 26, 1995
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, California 90404
Re: National Medical Enterprises, Inc.
Registration Statement No. 33-62591
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Ladies and Gentlemen:
I am the General Counsel of Tenet Healthcare Corporation (the
"Company"), and have acted as counsel to the Company in connection with the
preparation of the above-referenced Registration Statement on Form S-3, filed by
the Company with the Securities and Exchange Commission (the "Commission") on
September 13, 1995 under the Securities Act of 1933, as amended (the "Act")
and Amendment No. 1 thereto, filed with the Commission on September 26, 1995,
including information deemed to be a part of the Registration Statement at the
time of effectiveness pursuant to Rule 430A of the General Rules and Regulations
under the Act (such Registration Statement, as so amended, being hereinafter
referred to as the "Registration Statement"). The Registration Statement
relates to the registration under the Act of $300,000,000 principal amount of
Senior Notes due 2003 (the "Debt Securities") to be issued by the Company.
The Debt Securities are to be sold pursuant to an underwriting
agreement to be entered into among the Company and the underwriters named
therein (the "Underwriting Agreement"). The Debt Securities will be issued
pursuant to an Indenture (the "Indenture") between the Company and The Bank of
New York, as Trustee. The terms of the Debt Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
Tenet Healthcare Corporation
September 26, 1995
Page 2
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such records of the Company and all such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein,
including, without limitation, (i) the Registration Statement (together with
the form of preliminary prospectus forming a part thereof), (ii) the Restated
Articles of Incorporation and Restated By-laws of the Company, as amended to
date, (iii) copies of certain resolutions adopted by the Board of Directors of
the Company relating to the filing of the Registration Statement and any
amendments or supplements thereto, the proposed issuance of the Debt Securities
and related matters, (iv) the form of Underwriting Agreement and (v) the form of
the Indenture. In my examination, I have 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 certified, conformed or photostatic copies and
the authenticity of the originals of such copies. As to any facts material to
the opinions expressed herein which I have not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of the Company and others.
I am a member of the California Bar and for purposes of this opinion
do not express any opinion as to the laws of any jurisdiction other than
California and the General Corporation Law of the State of Nevada.
Based on and subject to the foregoing, I am of the opinion that the
Debt Securities will be, when issued and sold in accordance with the
Registration Statement and the Indenture, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
that the enforcement of such obligations may be limited
Tenet Healthcare Corporation
September 26, 1995
Page 3
by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws affecting the enforcement of creditors' rights
generally, and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my prior written
consent. I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. I also consent to the reference to me
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof unless otherwise expressly stated and I disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.
Very truly yours,
Scott M. Brown