EXHIBIT 5.1

                   [Letterhead of Fulbright & Jaworski L.L.P.]

                                                     May 1, 2001


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 shares of the Company's class
B common stock, par value $0.01 per share ("Common Stock") and the Company's
debt securities ("Debt Securities") with an aggregate offering price of up to
$500,000,000 on a registration statement on Form S-3 (such registration
statement, as it may be amended from time to time, the "Registration
Statement").

     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.

     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.

     We assume that appropriate action will be taken, prior to the offer and
sale of Common Stock or Debt Securities, to register and qualify such Common
Stock or Debt Securities for sale under all applicable state securities or "blue
sky" laws.

     Based on the foregoing, we advise you that in our opinion that:

     1. The shares of Common Stock, which may be issued and sold by the Company,
have been duly and validly authorized for issuance by the Company and, when sold
in the manner contemplated by the applicable definitive purchase, underwriting
or other similar agreement approved by the Board of Directors, upon receipt by
the Company of payment therefor as provided in such agreement, will be legally
issued, fully paid and non-assessable.

     2. The Debt Securities, which may be issued and sold by the Company, have
been duly and validly authorized for issuance by the Company and, when duly
executed and authenticated in accordance with the terms of the Indenture,
substantially in the form filed with the Registration Statement as Exhibit 4.1,
between the Company and Bank One Trust Company, N.A., and delivered and paid
for, as described in the prospectus forming part of the Registration


Statement, will be legal, valid and binding obligations of the Company (subject
to bankruptcy, insolvency and other laws which affect the rights of creditors
generally).

     We hereby consent to the filing of this opinion as an exhibit 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 opinion expressed herein is solely for your benefit, and may be relied
upon only by you.


                                              Very truly yours,


                                              /s/ Fulbright & Jaworski L.L.P.