<PAGE>
EXHIBIT 5.1
[WOODBURN AND WEDGE LETTERHEAD]
September 25, 2000
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 $400,000,000 aggregate principal amount of the Company's 9 1/4%
Series B Senior Notes due 2010 (the "New Notes").
The New Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount of the Company's
issued and outstanding 9 1/4% Senior Notes due 2010 (the "Old Notes"). The Old
Notes are, and the New Notes will be, governed by the indenture dated as of June
16, 2000 (the "Indenture") between the Company and The Bank of New York, as
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 Company's registration statement on Form S-4 (Registration
No. 333-45700), filed with the Securities and Exchange Commission on
September 13, 2000, and Amendment No. 1 to such registration statement,
filed with the Securities and Exchange Commission on September 25, 2000
(such registration statement, as so amended, being hereinafter referred to
as the "REGISTRATION STATEMENT"), relating to the Exchange Offer, 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 New Notes,
(v) an executed copy of the Indenture,
(vi) certain resolutions of the Board of Directors of the Company,
<PAGE>
(vii) certificates of officers of the Corporation and others, and
(viii) such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.
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 Indenture has been duly authorized, executed and delivered by
the Company.
2. The New 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 Indenture, 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 Skadden, Arps,
Slate, Meagher & Flom LLP in connection with any opinion to be issued by such
firm 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.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We also consent
to the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission. This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable law.
Very truly yours,
WOODBURN and WEDGE
By: /s/ Kirk S. Schumacher
------------------------------------
Kirk S. Schumacher
