[WOODBURN AND WEDGE LETTERHEAD]
November 4, 1998
Board of Directors
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Ladies and Gentlemen:
We have acted as special Nevada counsel to Tenet Healthcare Corporation,
a Nevada corporation (the "Company"), with respect to the issuance of
$350,000,000 aggregate principal amount of the Company's 7-5/8% Series B
Senior Notes due 2008 (the "Senior Notes") and $1,005,000,000 aggregate
principal amount of the Company's 8-1/8% 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
7-5/8% Senior Notes due 2008 (the "Old Senior Notes") and 8-1/8% Senior
Subordinated Notes due 2008 (the "Old Subordinated Notes," and together with
the Old Senior Notes, the "Old Notes"), respectively. The Senior Notes and
the Old Senior Notes and the Senior Subordinated Notes and the Old Senior
Subordinated Notes are to 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").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form S-4 (File No. 333-64157) relating to
the Exchange Offer as filed with the Commission and the Prospectus forming a
part thereof (the "Registration Statement"), (ii) the Restated Articles of
Incorporation, as amended, of the Company, as presently in effect (the
"Articles"), (iii) the Restated Bylaws of the Company, as presently in effect
(the "Bylaws"), (iv) specimen copies of the Senior Notes, (v) specimen
copies of the Subordinated Notes, (vii) the Senior Note Indenture, (viii) the
Senior Subordinated Notes Indenture, (ix) certain resolutions of the Board of
Directors of the Company, (x) certificates of officers of the Corporation and
others, and (xi) such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
November 4, 1998
Page 2
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 the original documents of all
documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:
1. The Indentures have been duly authorized, executed and delivered by
the Company.
2. The Notes have been duly authorized by the Company and, when
executed and delivered by an officer of the Company in accordance with the
terms of the Indentures, will be duly executed and delivered by the Company.
This opinion is rendered to you solely for your benefit in connection
with the filing of the Registration Statement and for the benefit of Scott M.
Brown, General Counsel, in connection with any opinion to be issued by him in
connection with filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
Very truly yours,
WOODBURN and WEDGE
By: /s/ Kirk S. Schumacher
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Kirk S. Schumacher
KSS:cb