EX-5.1 3 d878488dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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September 16, 2024

Universal Health Services, Inc.

Universal Corporate Center

367 South Gulph Road

P.O. Box 61558

King of Prussia, Pennsylvania 19406-0958

Ladies and Gentlemen:

We have acted as counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule I hereto (the “DE Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-DE Guarantors” and, collectively with the DE Guarantors, the “Guarantors”), with respect to certain legal matters in connection with the Company’s and the Guarantors’ registration pursuant to a shelf registration statement on Form S-3 (such registration statement, as it may be amended from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, of (i) shares of Class B Common Stock of the Company, $.01 par value per share (the “Common Shares”); (ii) debt securities of the Company (the “Debt Securities”) that may be issued, in one or more series, pursuant to an indenture, the form of which is filed as an exhibit to the Registration Statement (as it may be amended, the “Indenture”), and resolutions of the Board of Directors of the Company or one or more indentures supplemental thereto (the “Supplemental Documents”), and (iii) guarantees of Debt Securities by the Guarantors (the ”Guarantees”) that may be issued pursuant to the Indenture, resolutions of the governing bodies of the Guarantors and Supplemental Documents, in each case on terms to be determined at the time of offering by the Company. The Common Shares, Debt Securities and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered in amounts, at prices and on terms to be set forth in supplements (each, a “Prospectus Supplement”) to the base prospectus (the “Base Prospectus”) contained in the Registration Statement.

We have examined such records of the Company and the DE Guarantors and other documents and questions of law as we have considered necessary or appropriate for the purposes of this opinion letter. 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.

In addition, in connection with rendering the opinions set forth below, we have assumed that (i) the Restated Certificate of Incorporation of the Company (as amended, the “Certificate of Incorporation”) and bylaws of the Company and the organizational documents of the DE Guarantors will not have been amended in any manner that would affect any legal conclusion set forth herein; (ii) at the time of offer, issuance and sale of any Securities, the Registration Statement, and any amendments thereto (including post-effective amendments), will have

 

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become effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) a Prospectus Supplement will have been prepared and filed with the Securities and Exchange Commission describing the Securities offered thereby; (iv) all Securities offered and sold will be offered and sold in compliance with applicable federal and state securities or “blue sky” laws and in the manner specified in the Registration Statement and the applicable Prospectus Supplement, as applicable; (v) the Indenture and any supplemental indentures relating to any Debt Securities and any Guarantees offered and sold will be duly authorized, executed and delivered by the parties thereto (other than the Company and the DE Guarantors) and such Debt Securities and such Guarantees will have been validly executed and delivered by the Company and the Guarantors and validly executed, delivered and authenticated by the trustee relating to the Debt Securities and Guarantees; (vi) each person signing the Indenture and any supplemental indentures (other than the Company and the DE Guarantors) will have the legal capacity and authority to do so; (vii) at the time of the issuance and sale of the Securities, the Company will be validly existing as a corporation and in good standing under the laws of the State of Delaware; (viii) at the time of the issuance and sale of the Guarantees, each of the DE Guarantors will be validly existing as a corporation, limited liability company or limited partnership, as applicable, and in good standing under the laws of State of Delaware and each Non-DE Guarantor will be validly existing a corporation, limited liability company or limited partnership, as applicable, and in good standing under the laws of the jurisdiction of its formation; (ix) the accuracy of the opinion letter dated the date hereof of Matthew D. Klein, Senior Vice President and General Counsel to the Company, which is being filed as Exhibit 5.2 to the Registration Statement; (x) a definitive purchase, sales, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (xi) certificates representing Company Shares will have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations will have been made in the share register of the Company, in each case in accordance with the provisions of the Certificate of Incorporation and the Company’s bylaws; (xii) there will be sufficient Common Shares authorized under the Certificate of Incorporation and not otherwise issued or reserved for issuance; and (xiii) the purchase price for Common Shares payable to the Company or, if such shares are issuable upon conversion, exchange, redemption or exercise of other Securities the consideration payable to the Company for such conversion, exchange, redemption or exercise, will not be less than the par value of such shares.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

 

1.

With respect to Common Shares, when (i) the Company has taken all necessary action to approve the issuance of the Common Shares, the terms of the offering and related matters; and (ii) the Common Shares have been issued and delivered in accordance with the terms of the applicable definitive purchase, sales, underwriting or similar agreement approved by the Company, upon payment of the consideration therefor provided for therein, the Common Shares will be legally issued, fully paid and nonassessable with no personal liability attaching to ownership thereof.

 

2.

With respect to Debt Securities, when (i) the Indenture and any supplemental indentures relating to the Debt Securities have been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); (ii) the Company has taken all necessary action to approve the issuance and terms of such Debt Securities; (iii) the terms of such Debt Securities and their issuance and sale have been duly established in conformity with


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  the Indenture and the applicable Supplemental Documents so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company; and (iv) such Debt Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and the applicable Supplemental Documents and issued and sold as contemplated in the Registration Statement and upon payment of the consideration as provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Company, such Debt Securities will be legally issued and will constitute valid and legally binding obligations of the Company, enforceable against the Company, except as such enforcement is subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

 

3.

With respect to Guarantees, when (i) the Indenture and any supplemental indentures relating to the Guarantees have been duly qualified under the Trust Indenture Act; (ii) the Guarantors have taken all necessary action to approve the issuance and terms of such Guarantees; (iii) the terms of such Guarantees and their issuance and sale have been duly established in conformity with the Indenture and the applicable Supplemental Documents so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Guarantors and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Guarantors; and (iv) such Debt Securities guaranteed by the Guarantees have been duly executed by the Company and authenticated in accordance with the provisions of the Indenture and the applicable Supplemental Documents and issued and sold as contemplated in the Registration Statement and upon payment of the consideration as provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Guarantors, such Guarantees will be legally issued and will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

We express no opinion concerning (a) the validity or enforceability of any provisions contained in the Indenture or any Supplemental Documents that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; (b) any provision that relates to severability or separability or purports to require that all amendments, supplements or waivers be in writing; or (c) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

The foregoing opinions are limited to the laws of the State of New York (as to the opinions given in paragraphs 2 and 3), Delaware General Corporation Law and applicable federal laws of the United States of America (in each case in effect as of the date hereof) and we express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.


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We hereby consent to the references to this firm under the caption “Legal Matters” in the Base Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving Universal Health Services, Inc. such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Norton Rose Fulbright US LLP

 

Norton Rose Fulbright US LLP


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SCHEDULE I

DE GUARANTORS

 

Entity

  

Jurisdiction of

incorporation

or organization

Ascend Health Corporation    Delaware
Atlantic Shores Hospital, LLC    Delaware
Beach 77 LP    Delaware
Behavioral Health Management, LLC    Delaware
Behavioral Health Realty, LLC    Delaware
Behavioral Healthcare LLC    Delaware
BHC Holdings, Inc.    Delaware
BHC Mesilla Valley Hospital, LLC    Delaware
BHC Northwest Psychiatric Hospital, LLC    Delaware
Brentwood Acquisition—Shreveport, Inc.    Delaware
Calvary Center, Inc.    Delaware
CAT Realty, LLC    Delaware
CAT Seattle, LLC    Delaware
Cedar Springs Hospital, Inc.    Delaware
Coral Shores Behavioral Health, LLC    Delaware
Cumberland Hospital Partners, LLC    Delaware
DHP 2131 K St, LLC    Delaware
Diamond Grove Center, LLC    Delaware
DVH Hospital Alliance LLC    Delaware
Emerald Coast Behavioral Hospital, LLC    Delaware
Fort Duncan Medical Center, L.P.    Delaware
FRN, Inc.    Delaware
Frontline Behavioral Health, Inc.    Delaware
Frontline Hospital, LLC    Delaware
Frontline Residential Treatment Center, LLC    Delaware
HHC Delaware, Inc.    Delaware
HHC Pennsylvania, LLC    Delaware
Hickory Trail Hospital, L.P.    Delaware
Horizon Health Corporation    Delaware
Horizon Health Hospital Services, LLC    Delaware
Independence Physician Management, LLC    Delaware
Keys Group Holdings LLC    Delaware
Keystone/CCS Partners LLC    Delaware
KMI Acquisition, LLC    Delaware
Laurel Oaks Behavioral Health Center, Inc.    Delaware
Liberty Point Behavioral Healthcare, LLC    Delaware
Manatee Memorial Hospital, L.P.    Delaware
McAllen Hospitals, L.P.    Delaware
McAllen Medical Center, Inc.    Delaware
Merion Building Management, Inc.    Delaware
Ocala Behavioral Health, LLC    Delaware
Palmetto Behavioral Health Holdings, LLC    Delaware


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Entity

  

Jurisdiction of

incorporation

or organization

Pasteur Healthcare Properties, LLC    Delaware
Pendleton Methodist Hospital, L.L.C.    Delaware
Premier Behavioral Solutions Of Florida, Inc.    Delaware
Premier Behavioral Solutions, Inc.    Delaware
Psychiatric Realty, LLC    Delaware
Psychiatric Solutions Hospitals, LLC    Delaware
Psychiatric Solutions, Inc.    Delaware
Ramsay Managed Care, LLC    Delaware
Ramsay Youth Services Of Georgia, Inc.    Delaware
Riveredge Hospital Holdings, Inc.    Delaware
RR Recovery, LLC    Delaware
Salt Lake Behavioral Health, LLC    Delaware
Salt Lake Psychiatric Realty, LLC    Delaware
Shadow Mountain Behavioral Health System, LLC    Delaware
Springfield Hospital, Inc.    Delaware
Stonington Behavioral Health, Inc.    Delaware
TBD Acquisition II, LLC    Delaware
TBD Acquisition, LLC    Delaware
TBJ Behavioral Center, LLC    Delaware
Texas Hospital Holdings, Inc.    Delaware
Toledo Holding Co., LLC    Delaware
Two Rivers Psychiatric Hospital, Inc.    Delaware
UBH Of Oregon, LLC    Delaware
UBH Of Phoenix Realty, LLC    Delaware
UBH Of Phoenix, LLC    Delaware
UHP LP    Delaware
UHS Capitol Acquisition, LLC    Delaware
UHS Children’s Services, Inc.    Delaware
UHS Funding, LLC    Delaware
UHS Kentucky Holdings, L.L.C.    Delaware
UHS Midwest Behavioral Health, LLC    Delaware
UHS Of Anchor, L.P.    Delaware
UHS Of Benton, LLC    Delaware
UHS Of Bowling Green, LLC    Delaware
UHS Of Centennial Peaks, L.L.C.    Delaware
UHS Of Cornerstone Holdings, Inc.    Delaware
UHS Of Cornerstone, Inc.    Delaware
UHS Of D.C., Inc.    Delaware
UHS Of Delaware, Inc.    Delaware
UHS Of Denver, Inc.    Delaware
UHS Of Dover, L.L.C.    Delaware
UHS Of Doylestown, L.L.C.    Delaware
UHS Of Fairmount, Inc.    Delaware
UHS Of Georgia Holdings, Inc.    Delaware
UHS Of Georgia, Inc.    Delaware
UHS Of Greenville, LLC    Delaware


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Entity

  

Jurisdiction of

incorporation

or organization

UHS Of Lakeside, LLC    Delaware
UHS Of Laurel Heights, L.P.    Delaware
UHS Of Madera, Inc.    Delaware
UHS Of Parkwood, Inc.    Delaware
UHS Of Peachford, L.P.    Delaware
UHS Of Phoenix, LLC    Delaware
UHS Of Provo Canyon, Inc.    Delaware
UHS Of Puerto Rico, Inc.    Delaware
UHS Of Ridge, LLC    Delaware
UHS Of Rockford, LLC    Delaware
UHS Of Salt Lake City, L.L.C.    Delaware
UHS Of Savannah, L.L.C.    Delaware
UHS Of Spring Mountain, Inc.    Delaware
UHS Of Springwoods, L.L.C.    Delaware
UHS Of Summitridge, L.L.C.    Delaware
UHS Of Texoma, Inc.    Delaware
UHS Of Timpanogos, Inc.    Delaware
UHS Of Tucson, LLC    Delaware
UHS Of Wyoming, Inc.    Delaware
UHS Sahara, Inc.    Delaware
UHS Sub III, LLC    Delaware
UHS-Corona, Inc.    Delaware
Universal Health Services Of Palmdale, Inc.    Delaware
University Behavioral Health Of El Paso, LLC    Delaware
Valle Vista, LLC    Delaware
Valley Health System LLC    Delaware
Wekiva Springs Center, LLC    Delaware
Willow Springs, LLC    Delaware
Windmoor Healthcare Of Pinellas Park, Inc.    Delaware
Wisconsin Avenue Psychiatric Center, Inc.    Delaware


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SCHEDULE II

NON-DE GUARANTORS

 

Entity

  

Jurisdiction of

incorporation or

organization

ABS Lincs KY, LLC    Virginia
ABS Lincs SC, Inc.    South Carolina
Aiken Regional Medical Centers, LLC    South Carolina
Alliance Health Center, Inc.    Mississippi
Alternative Behavioral Services, Inc.    Virginia
AZ Holding 4, LLC    Arkansas
Benchmark Behavioral Health System, Inc.    Utah
BHC Alhambra Hospital, Inc.    Tennessee
BHC Belmont Pines Hospital, Inc.    Tennessee
BHC Fairfax Hospital, Inc.    Tennessee
BHC Fox Run Hospital, Inc.    Tennessee
BHC Fremont Hospital, Inc.    Tennessee
BHC Health Services Of Nevada, Inc.    Nevada
BHC Heritage Oaks Hospital, Inc.    Tennessee
BHC Intermountain Hospital, Inc.    Tennessee
BHC Montevista Hospital, Inc.    Nevada
BHC Of Indiana, General Partnership    Tennessee
BHC Pinnacle Pointe Hospital, LLC    Tennessee
BHC Properties, LLC    Tennessee
BHC Sierra Vista Hospital, Inc.    Tennessee
BHC Streamwood Hospital, Inc.    Tennessee
Bloomington Meadows, General Partnership    Tennessee
Brentwood Acquisition, Inc.    Tennessee
Brynn Marr Hospital, Inc.    North Carolina
Canyon Ridge Hospital, Inc.    California
CCS/Lansing, Inc.    Michigan
Children’s Comprehensive Services, Inc.    Tennessee
Columbus Hospital Partners, LLC    Tennessee
Cumberland Hospital, LLC    Virginia
Del Amo Hospital, Inc.    California
District Hospital Partners, L.P.    District of Columbia
Fannin Management Services, LLC    Texas
First Hospital Corporation Of Virginia Beach    Virginia
Forest View Psychiatric Hospital, Inc.    Michigan
Fort Lauderdale Hospital, Inc.    Florida
Garfield Park Hospital, LLC    Illinois
Great Plains Hospital, Inc.    Missouri
Gulf Coast Treatment Center, Inc.    Florida
Gulph Mills Associates, LLC    Pennsylvania
H. C. Corporation    Alabama
H.C. Partnership    Alabama
Harbor Point Behavioral Health Center, Inc.    Virginia


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Entity

  

Jurisdiction of

incorporation or

organization

Havenwyck Hospital Inc.    Michigan
HHC Augusta, Inc.    Georgia
HHC Indiana, Inc.    Indiana
HHC Ohio, Inc.    Ohio
HHC Poplar Springs, LLC    Virginia
HHC River Park, Inc.    West Virginia
HHC South Carolina, Inc.    South Carolina
HHC St. Simons, Inc.    Georgia
Holly Hill Hospital, LLC    Tennessee
Horizon Health Austin, Inc.    Texas
Horizon Mental Health Management, LLC    Texas
HSA Hill Crest Corporation    Alabama
Hughes Center, LLC    Virginia
Keystone Continuum, LLC    Tennessee
Keystone Education and Youth Services, LLC    Tennessee
Keystone Marion, LLC    Virginia
Keystone Memphis, LLC    Tennessee
Keystone Newport News, LLC    Virginia
Keystone NPS LLC    California
Keystone Richland Center LLC    Ohio
Keystone WSNC, L.L.C.    North Carolina
Kids Behavioral Health Of Utah, Inc.    Utah
Kingwood Pines Hospital, LLC    Texas
La Amistad Residential Treatment Center, LLC    Florida
Lancaster Hospital Corporation    California
Lebanon Hospital Partners, LLC    Tennessee
Mayhill Behavioral Health, LLC    Texas
Meridell Achievement Center, Inc.    Texas
Michigan Psychiatric Services, Inc.    Michigan
Millwood Hospital, L.P.    Texas
Milwaukee Behavioral Health, LLC    Wisconsin
Neuro Institute Of Austin, L.P.    Texas
North Spring Behavioral Healthcare, Inc.    Tennessee
Northern Indiana Partners, LLC    Tennessee
Northwest Texas Healthcare System, Inc.    Texas
Oak Plains Academy Of Tennessee, Inc.    Tennessee
Palmetto Behavioral Health System, L.L.C.    South Carolina
Palmetto Lowcountry Behavioral Health, L.L.C.    South Carolina
Palm Point Behavioral Health, LLC    Florida
Park Healthcare Company    Tennessee
Pennsylvania Clinical Schools, Inc.    Pennsylvania
PSJ Acquisition, LLC    North Dakota
Psychiatric Solutions Of Virginia, Inc.    Tennessee
Ridge Outpatient Counseling, L.L.C.    Kentucky
River Oaks, Inc.    Louisiana
Riverside Medical Clinic Patient Services, L.L.C.    California


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Entity

  

Jurisdiction of

incorporation or

organization

Rolling Hills Hospital, LLC    Tennessee
Samson Properties, LLC    Florida
Schick Shadel of Florida, LLC    Florida
SHC-KPH, LP    Texas
Southeastern Hospital Corporation    Tennessee
SP Behavioral, LLC    Florida
Sparks Family Hospital, Inc.    Nevada
Summit Oaks Hospital, Inc.    New Jersey
Sunstone Behavioral Health, LLC    Tennessee
Temecula Valley Hospital, Inc.    California
Temple Behavioral Healthcare Hospital, Inc.    Texas
Tennessee Clinical Schools, LLC    Tennessee
Texas Cypress Creek Hospital, L.P.    Texas
Texas Laurel Ridge Hospital, L.P.    Texas
Texas Oaks Psychiatric Hospital, L.P.    Texas
Texas San Marcos Treatment Center, L.P.    Texas
Texas West Oaks Hospital, L.P.    Texas
The Arbour, Inc.    Massachusetts
The Bridgeway, LLC    Arizona
The National Deaf Academy, LLC    Florida
Three Rivers Behavioral Health, LLC    South Carolina
Three Rivers Healthcare Group, LLC    South Carolina
Turning Point Care Center, LLC    Georgia
UHS Holding Company, Inc.    Nevada
UHS Of Fuller, Inc.    Massachusetts
UHS Of Hampton, Inc.    New Jersey
UHS Of Hartgrove, Inc    Illinois
UHS Of Lancaster, LLC    Pennsylvania
UHS Of New Orleans, LLC    Louisiana
UHS Of Oklahoma, LLC    Oklahoma
UHS Of Pennsylvania, Inc.    Pennsylvania
UHS Of River Parishes, Inc.    Louisiana
UHS Of Timberlawn, Inc.    Texas
UHS Of Westwood Pembroke, Inc.    Massachusetts
UHS Oklahoma City LLC    Oklahoma
UHSD, L.L.C.    Nevada
UHSL, L.L.C.    Nevada
United Healthcare Of Hardin, Inc.    Tennessee
Universal Health Services Of Rancho Springs, Inc.    California
University Behavioral, LLC    Florida
Valle Vista Hospital Partners, LLC    Tennessee
Valley Hospital Medical Center, Inc.    Nevada
Wellington Regional Medical Center, LLC    Florida
Wellstone Regional Hospital Acquisition, LLC    Indiana
Windmoor Healthcare Inc.    Florida
Zeus Endeavors, LLC    Florida