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EXHIBIT 8.1
FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103
June 19, 2000
Universal Health Services, Inc.
367 South Gulph Road
King of Prussia, Pennsylvania 19406-0958
Re: Convertible Debentures Due 2020
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Ladies and Gentlemen:
At your request, we have examined the Offering Memorandum prepared in
connection with the issuance by Universal Health Services, Inc. (the "Company")
and sale to Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc., UBS Warburg LLC and Banc of America Securities LLC, as initial
purchasers (the "Initial Purchasers"), of the Company's convertible debentures
due 2020 (the "Debentures") in the aggregate principal amount at maturity of
$586,992,000 (which amount includes $61,992,000 aggregate principal amount at
maturity of Debentures to be purchased by the Initial Purchasers pursuant to the
exercise in full of their over-allotment option), which Debentures may be
converted to class B common stock, par value $.01, of the Company.
For the purpose of rendering this opinion, we have examined and relied upon
the current and continued truth and accuracy of the assumptions and factual
matters we have considered as well as the current and continued truth and
accuracy of the statements, covenants, representations and warranties contained
in the Indenture and that certain tax representation letter delivered to us by
the Company (including, without limitation, a representation by the Company that
it reasonably believes, and in fact will, have the capacity to repay the
principal amount of the Debentures in the event none of the Debentures are
converted). We have also assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies of documents submitted to us.
Based upon and subject to the qualifications and limitations contained
herein and in the Offering Memorandum, it is our opinion that the Debentures
will be treated as indebtedness for United States Federal income tax purposes.
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Universal Health Services, Inc.
June 19, 2000
Page 2
Notwithstanding our opinion set forth in the preceding paragraph, there is
no legal precedent or binding authority directly addressing the status as "debt"
for Federal income tax purposes of a security having terms identical to the
Debentures. This opinion merely represents and is based upon our best judgment
regarding the application of Federal income tax laws and is not binding on the
Internal Revenue Service or the courts. The Internal Revenue Service is not
precluded from successfully asserting a contrary position.
This opinion addresses only whether the Debentures will be treated as
indebtedness for United States Federal income tax purposes. The opinion does
not address any other federal or any state, local or foreign tax matters arising
in connection with the Debentures.
Any change after the date hereof in the facts and circumstances relating to
the Debentures or any inaccuracy in the representations, statements and
assumptions upon which we have relied may affect the continuing validity of the
opinion set forth herein. Further, there can be no assurance that changes in
the law or its interpretation will not take place that could, either on a
prospective or retroactive basis, affect the United States Federal income tax
status of the Debentures for the United States Federal income tax purposes.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
