EXHIBIT 5
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK 10019-6092
TEL 212 259-8000 FAX 212 259-6333
May 10, 1999
Triad Hospitals, Inc.
13455 Noel Road, Suite 2000
Dallas, Texas 75240
Re: Triad Hospitals, Inc. Retirement Savings Plan
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Gentlemen:
We are acting as counsel for Triad Hospitals, Inc., a Delaware
corporation ("Triad"), in connection with the registration by Triad under the
Securities Act of 1933, as amended (the "Act"), of 100,000 shares of common
stock, par value $.01 per share (the "Shares"), to be offered pursuant to the
Triad Hospitals, Inc. Retirement Savings Plan (the "Retirement Plan") under the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement").
We are familiar with the proceedings of Triad relating to the
authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no opinion as to the law of
any jurisdiction other than the laws of the State of New York and the corporate
laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares to be
offered pursuant to the Retirement Plan have been duly authorized and, when
issued in accordance with the resolutions of the Board of Directors of Triad
authorizing such issuance, will be validly issued, fully paid and nonassessable.
Triad Hospitals, Inc.
May 10, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP