[Tenet Healthcare Corporation Letterhead]
November 4, 1998
Board of Directors
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Ladies and Gentlemen:
I am the General Counsel of Tenet Healthcare Corporation, a Nevada
corporation (the "Company"), and in such capacity I am charged with general
supervisory responsibilities for the legal affairs of the Company and its
subsidiaries. This opinion is being furnished in connection with the
preparation of a Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") on September 24, 1998. The Registration Statement
relates to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of $350,000,000 aggregate principal amount of the
Company's 75/8% Series B Senior Notes due 2008 (the "Senior Notes") and
$1,005,000,000 aggregate principal amount of the Company's 81/8% Series B
Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes," and
together with the Senior Notes, the "Notes").
The Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount of the issued and
outstanding 75/8% Senior Notes due 2008 (the "Old Senior Notes") and 81/8%
Senior Subordinated Notes due 2008 (the "Old Subordinated Notes," and
together with the Old Senior Notes, the "Old Notes"), respectively. The Old
Senior Notes and the Old Senior Subordinated Notes and the Senior Notes and
the Senior Subordinated Notes will be governed by respective indentures (the
"Senior Note Indenture" and the "Senior Subordinated Note Indenture,"
together the "Indentures"), dated as of May 21, 1998, between the Company and
The Bank of New York, as trustee (the "Trustee").
Board of Directors
Tenet Healthcare Corporation
November 3, 1998
Page 2
This opinion is being furnished to you in connection with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement on Form S-4, as amended (File
No. 333-64157), relating to the Exchange Offer as filed with the Commission and
the Prospectus forming a part thereof, (ii) the Restated Articles of
Incorporation, as amended, of the Company, as presently in effect, (iii) the
Restated Bylaws of the Company, as presently in effect, (iv) specimen copies
of the Senior Notes, (v) specimen copies of the Senior Subordinated Notes,
(vi) the Senior Note Indenture, (vii) the Senior Subordinated Note Indenture,
(viii) certain resolutions of the Board of Directors of the Company (ix)
certificates of officers of the Corporation and others, and (x) such other
documents, instruments, agreements, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein.
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 the original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such copies.
I am a member of the Bar in the States of New York and California
and for purposes of this opinion do not express any opinion as to the laws of
any jurisdiction other than the laws of the States of New York and
California. Insofar as all matters set forth in this opinion are governed by
or affected by the laws of the State of Nevada, I have relied, with your
consent and without any independent investigation, on the opinion of Woodburn
and Wedge, Special Nevada Counsel to the Company, a copy of which has been
delivered to you.
Based upon and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that the
Notes have been duly authorized by the Company and when executed by an
officer of the Company and authenticated in accordance with the terms of the
Indentures and issued pursuant to the Exchange Offer as described in the
Registration Statement, will be valid and binding
Board of Directors
Tenet Healthcare Corporation
November 3, 1998
Page 3
obligations of the Company, enforceable against the Company in accordance
with their respective terms and entitled to the benefits of the respective
Indentures under which they are being issued, except that (i) enforcement
thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (B) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity) and (ii) I express no opinion regarding the
enforceability or effect of Section 4.06 of the Senior Note Indenture or
Section 4.06 of the Senior Subordinated Note Indenture.
This opinion is rendered 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 express written
permission. Notwithstanding the foregoing, I hereby consent to the filing of
this Opinion with the Commission as Exhibit 5 to the Registration Statement and
to the reference to my name under the caption "Legal Matters" in the
Registration Statement. In giving such consent, I do not thereby admit that I
came within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.
The opinion expressed herein is as of the date hereof unless
otherwise expressly stated, and I disclaim any undertaking to advise you of
changes of the facts stated or assumed herein of any subsequent changes in
applicable law.
Very truly yours,
/s/ Scott M. Brown
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Scott M. Brown
General Counsel