April 14, 1999
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 (as amended, 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 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 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").
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
Board of Directors
Tenet Healthcare Corporation
April 14, 1999
Page 2
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 State of 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 State of California. Insofar as
matters set forth in this opinion are governed 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. Insofar as
matters set forth in this opinion are governed or affected by the laws of the
State of New York, I have assumed for purposes of this opinion that the laws
of the State of New York are substantially the same as the laws of the State
of California.
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 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.
Board of Directors
Tenet Healthcare Corporation
April 14, 1999
Page 3
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/ Christi R. Sulzbach
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Christi R. Sulzbach
General Counsel