EX-5.2 149 dex52.htm OPINION OF MATTHEW D. KLEIN, VP AND GENERAL COUNSEL OF UHS. Opinion of Matthew D. Klein, VP and General Counsel of UHS.

Exhibit 5.2

Universal Health Services, Inc.

367 South Gulph Road

P.O. Box 61558

King of Prussia, PA 19406

April 1, 2011

Universal Health Services, Inc.

and the Subsidiary Guarantors

367 South Gulph Road

King of Prussia, Pennsylvania 19406

Ladies and Gentlemen:

I am General Counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”) and the Subsidiary Guarantors (as defined below) and am delivering this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Subsidiary Guarantors with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration under the Act of (i) the offering and issuance of $250,000,000 aggregate principal amount of the Company’s 7% Senior Notes due 2018 (the “Exchange Notes”) in exchange for a like principal amount of the Company’s issued and outstanding 7% Senior Notes due 2018 (the “Outstanding Notes”) as described in the Registration Statement (the “Exchange Offer”) and (ii) the guarantees of the Exchange Notes (the “Guarantees”) of the subsidiaries of the Company identified as registrant subsidiary guarantors in the Registration Statement (the “Subsidiary Guarantors”). The Outstanding Notes were issued, and the Exchange Notes will be issued, under an Indenture (the “Indenture”), dated as of September 29, 2010, between the Company, as successor by merger to UHS Escrow Corporation, and Union Bank, N.A., as trustee (the “Trustee”), as amended by the Supplemental Indenture, dated as of November 15, 2010, among the Company, the Trustee and the Subsidiary Guarantors. The Subsidiary Guarantors that are incorporated or organized under the laws of states other than the States of California, Delaware and Texas are identified in Schedule A hereto (the “Applicable Subsidiary Guarantors”).

In connection with this opinion, I have examined originals or copies of the Indenture and such corporate, limited liability company or partnership records of the Applicable Subsidiary Guarantors, certificates and other communications of public officials, and such other documents and questions of law as I have considered necessary or appropriate for the purposes of this opinion, and advise you that, in my opinion, each of the Indenture and the Guarantee of each Applicable Subsidiary Guarantor has been duly authorized by such Applicable Subsidiary Guarantor.

I am admitted to practice law in the State of Florida and have an In-House Corporate Counsel License in the State of Pennsylvania and I express no opinion as to the laws of any jurisdiction, domestic or foreign, other than the federal laws of the United States of


Universal Health Services, Inc.

and the Subsidiary Guarantors

April 1, 2011

Page 2

 

America and the laws of the states or commonwealths of incorporation or organization of the Applicable Subsidiary Guarantors, as to which I have investigated such questions of law as I have deemed appropriate for purposes of the opinion expressed herein, in each case as in effect on the date hereof.

I hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and the reference to me under the caption “Legal Matters” in the prospectus contained therein. This consent is not to be construed as an admission that I am a party whose consent is required to be filed with the Registration Statement under Section 7 of the Act.

 

Very truly yours,
/s/ MATTHEW D. KLEIN
Matthew D. Klein
General Counsel


Schedule A

Applicable Subsidiary Guarantors

 

Exact Name of Registrant Subsidiary Guarantor

  

State or Other
Jurisdiction of
Incorporation or
Formation

AIKEN REGIONAL MEDICAL CENTERS, INC.

   SC

ALLIANCE HEALTH CENTER, INC.

   MS

ALTERNATIVE BEHAVIORAL SERVICES, INC.

   VA

AUBURN REGIONAL MEDICAL CENTER, INC.

   WA

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

   UT

BHC ALHAMBRA HOSPITAL, INC.

   TN

BHC BELMONT PINES HOSPITAL, INC.

   TN

BHC FAIRFAX HOSPITAL, INC.

   TN

BHC FOX RUN HOSPITAL, INC.

   TN

BHC FREMONT HOSPITAL, INC.

   TN

BHC HEALTH SERVICES OF NEVADA, INC.

   NV

BHC HERITAGE OAKS HOSPITAL, INC.

   TN

BHC INTERMOUNTAIN HOSPITAL, INC.

   TN

BHC MONTEVISTA HOSPITAL, INC.

   NV

BHC OF INDIANA, GENERAL PARTNERSHIP

   TN

BHC PINNACLE POINTE HOSPITAL, INC.

   TN

BHC PROPERTIES, LLC

   TN

BHC SIERRA VISTA HOSPITAL, INC.

   TN

BHC STREAMWOOD HOSPITAL, INC.

   TN

BRENTWOOD ACQUISITION, INC.

   TN

BRYNN MARR HOSPITAL, INC.

   NC

CCS/LANSING, INC.

   MI

CHILDREN’S COMPREHENSIVE SERVICES, INC.

   TN

COLUMBUS HOSPITAL PARTNERS, LLC

   TN

CUMBERLAND HOSPITAL, LLC

   VA

FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

   VA

FIRST HOSPITAL PANAMERICANO, INC.

   PR

GREAT PLAINS HOSPITAL, INC.

   MO

H.C. CORPORATION

   AL

H.C. PARTNERSHIP

   AL

HAVENWYCK HOSPITAL INC.

   MI

HHC AUGUSTA, INC.

   GA

HHC CONWAY INVESTMENT, INC.

   SC

HHC FOCUS FLORIDA, INC.

   FL

HHC POPLAR SPRINGS, INC.

   VA

HHC RIVER PARK, INC.

   WV

HHC ST. SIMONS, INC.

   GA

HOLLY HILL HOSPITAL, LLC

   TN

HSA HILL CREST CORPORATION

   AL

KEYSTONE CONTINUUM, LLC

   TN

KEYSTONE EDUCATION AND YOUTH SERVICES, LLC

   TN

KEYSTONE MARION, LLC

   VA

KEYSTONE NEWPORT NEWS, LLC

   VA

KEYSTONE RICHLAND CENTER, LLC

   OH

KEYSTONE WSNC, L.L.C.

   NC

KEYSTONE MEMPHIS, LLC

   TN

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

   UT

LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC

   FL

LEBANON HOSPITAL PARTNERS, LLC

   TN

MICHIGAN PSYCHIATRIC SERVICES, INC.

   MI

NORTH SPRING BEHAVIORAL HEALTHCARE, INC.

   TN

NORTHERN INDIANA PARTNERS, LLC

   TN

OAK PLAINS ACADEMY OF TENNESSEE, INC.

   TN

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.

   SC

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.

   SC

PARK HEALTHCARE COMPANY

   TN

PENNSYLVANIA CLINICAL SCHOOLS, INC.

   PA

PSI SURETY, INC.

   SC

PSJ ACQUISITION, LLC

   ND

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

   TN

 

A-1


Exact Name of Registrant Subsidiary Guarantor

  

State or Other
Jurisdiction of
Incorporation or
Formation

RIVER OAKS, INC.

   LA

ROLLING HILLS HOSPITAL, LLC

   TN

SAMSON PROPERTIES, LLC

   FL

SOUTHEASTERN HOSPITAL CORPORATION

   TN

SP BEHAVIORAL, LLC

   FL

SPARKS FAMILY HOSPITAL, INC.

   NV

SUMMIT OAKS HOSPITAL, INC.

   NJ

SUNSTONE BEHAVIORAL HEALTH, LLC

   TN

TENNESSEE CLINICAL SCHOOLS, LLC

   TN

THE ARBOUR, INC.

   MA

THE BRIDGEWAY, INC.

   AR

THE NATIONAL DEAF ACADEMY, LLC

   FL

THE PINES RESIDENTIAL TREATMENT CENTER, INC.

   VA

THREE RIVERS BEHAVIORAL HEALTH, LLC

   SC

THREE RIVERS HEALTHCARE GROUP, LLC

   SC

TURNING POINT CARE CENTER, INC.

   GA

UHS HOLDING COMPANY, INC.

   NV

UHS OF FULLER, INC.

   MA

UHS OF HAMPTON, INC.

   NJ

UHS OF HARTGROVE, INC.

   IL

UHS OF NEW ORLEANS, INC.

   LA

UHS OF OKLAHOMA, INC.

   OK

UHS OF PENNSYLVANIA, INC.

   PA

UHS OF RIVER PARISHES, INC.

   LA

UHS OF WESTWOOD PEMBROKE, INC.

   MA

UHS OKLAHOMA CITY LLC

   OK

UNITED HEALTHCARE OF HARDIN, INC.

   TN

UNIVERSITY BEHAVIORAL, LLC

   FL

VALLE VISTA HOSPITAL PARTNERS, LLC

   TN

VALLEY HOSPITAL MEDICAL CENTER, INC.

   NV

WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED

   FL

WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC

   IN

WINDMOOR HEALTHCARE INC.

   FL

ZEUS ENDEAVORS, LLC

   FL

 

A-2