[Letterhead]
December 18, 1995
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, California 90404
Re: Tenet Healthcare Corporation
Registration Statement No. 33-63451
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Ladies and Gentlemen:
We have acted as Nevada 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 October 17, 1995 under the Securities Act of 1933, as
amended (the "Act") and Amendment No. 1 thereto, filed with the Commission on
December 5, 1995, Amendment No. 2 thereto, filed with the Commission on
December 12, 1995, and Amendment No. 3 thereto filed with the Commission on
December 18, 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 ____% Exchangeable Subordinated Notes due 2005 (the "Securities")
to be issued by the Company.
The 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 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 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
December 18, 1995
Page 2
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
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 we 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 Securities and related matters, (iv)
the form of Underwriting Agreement and (v) the form of the Indenture. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us 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 we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
We are members of the Nevada Bar and for purposes of this opinion
do not express any opinion as to the laws of any jurisdiction other than the
State of Nevada.
Based on and subject to the foregoing, we are of the opinion that
the 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 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).
Tenet Healthcare Corporation
December 18, 1995
Page 3
This opinion is furnished to you 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 our prior written consent.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5 to the Registration Statement. We also consent to the reference to us under
the heading "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are 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 we
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,
WOODBURN AND WEDGE
/s/ Casey W. Vlautin
CASEY W. VLAUTIN