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EXHIBIT 5
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[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
September 20, 2000
Universal Health Services, Inc.
367 South Gulph Road
P.O. Box 61558
King of Prussia, Pennsylvania 19406-0958
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Universal Health
Services, Inc. (the "Company"), relating to 1,000,000 shares of the Company's
Class B Common Stock, $.01 par value per share (the "Shares"), to be issued
under the Company's Amended and Restated 1992 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued under the Plan in accordance with the terms
of the Plan, will be duly authorized, validly issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Interests of Named Experts and Counsel" set forth in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
