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EXHIBIT 5.1
FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, NY 10103
September 19, 2000
Universal Health Services, Inc.
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
We have acted as counsel to Universal Health Services, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $586,992,000 aggregate
principal amount at maturity of the Company's Convertible Debentures Due 2020
(the "Debentures"), and such indeterminate number of shares of class B common
stock, $0.01 par value, of the Company, as may be required for issuance upon
conversion of the Debentures (the "Conversion Shares"), on a Registration
Statement on Form S-3 (such Registration Statement, as it may be amended from
time to time, the "Registration Statement"). The Debentures and the Conversion
Shares are to be offered and sold by certain securityholders of the Company.
We have examined such corporate records, other documents and questions of
law as we have considered necessary or appropriate for the purposes of this
opinion. Our opinions set forth below are limited to the General Corporation
Law of the State of Delaware and the laws of the State of New York.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we advise you that in our opinion:
1. The Debentures are valid and binding obligations of the Company
entitled to the benefits of the Indenture, dated as of June 23, 2000, between
the Company and Bank One Trust
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Company, N.A., as trustee, and enforceable against the Company in accordance
with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
2. The Conversion Shares have been duly authorized, and, if and when
issued by the Company upon conversion of the Debentures in accordance with the
terms of the Debentures and the Indenture, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion, and our opinion, dated
June 19, 2000, as to certain tax matters relating to the Debentures, as exhibits
to the Registration Statement and the reference to this firm under the caption
"Legal Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
The opinions expressed herein are solely for your benefit, and may be
relied upon only by you.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P
