[LETTERHEAD]
EXHIBIT 5.1
January __, 1997
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Re: Tenet Healthcare Corporation
Registration Statement No. 333-17907
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 December 13, 1996, under the Securities Act of 1933, as amended (the
"Act") and Amendment No. 1 thereto, filed with the Commission on January __,
1997, 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,
including any related Rule 462(b) registration statement being hereinafter
referred to as the "Registration Statement"). The Registration Statement
relates to the registration under the Act of debt securities (the "Debt
Securities") to be issued by the Company in an underwritten offering.
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 indentures (the "Indentures"), each between the Company and The
Bank of New York, as Trustee. The terms of the Debt Securities include those
stated in the Indentures and those made part of the Indentures by reference
to the Trust Indenture Act of 1939, as amended.
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Tenet Healthcare Corporation
Page 2
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
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) forms of the Indentures. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all 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 respective 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
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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
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,
/s/ SCOTT M. BROWN
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Scott M. Brown