February 14, 1997 Tenet Healthcare Corporation 3820 State Street Santa Barbara, CA 93105 Gentlemen: I am the General Counsel of Tenet Healthcare Corporation, a Nevada corporation (the "Company"), and in such capacity I have examined the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), for the registration of 305,172 shares of the Company's common stock, $0.075 par value per share (the "Shares"), that may be offered for sale by the persons listed under the heading "Selling Shareholders" (the "Selling Shareholders") in the Registration Statement. The Shares were issued by Tenet to The Surgery Suite, Inc. (the "Surgi-Center") pursuant to a transaction in which Tenet acquired substantially all of the assets of the Surgi-Center. The Surgi-Center subsequently distributed the Shares to its shareholders, who are the Selling Shareholders. I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as I have deemed necessary or appropriate as a basis for the opinions expressed below. Based on the foregoing, I am of the opinion that the Shares are duly authorized, legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the 1933 Act, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Scott M. Brown Scott M. Brown EXHIBIT 5.1