EX-5.2 6 d895626dex52.htm EX-5.2

Exhibit 5.2

Universal Health Services, Inc.

367 South Gulph Road

P.O. Box 61558

King of Prussia, PA 19406

September 26, 2024

Universal Health Services, Inc.

and the Subsidiary Guarantors

367 South Gulph Road

King of Prussia, Pennsylvania 19406

Ladies and Gentlemen:

I am Senior Vice President and General Counsel to Universal Health Services, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedules I and II hereto (the “Guarantors”) and I am delivering this opinion in connection with the Company’s proposed issuance of $500 million aggregate principal amount of 4.625% Senior Secured Notes due 2029 and $500 million aggregate principal amount of 5.050% Senior Secured Notes due 2034 (collectively, the “Notes”), and the issuance of the related guarantees of the Notes by the Guarantors (the “Guarantees”), as contemplated by 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”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement has been filed with the Commission and became effective upon filing. The Company’s prospectus dated September 16, 2024 was filed with the Commission as part of the Registration Statement (the “Base Prospectus”) and the Company’s prospectus supplement dated September 17, 2024 relating to the Notes and the Guarantees has been filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”).

The Company and Guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”), dated September 17, 2024, with J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters of the Notes, which shall be issued pursuant to an Indenture dated as of September 26, 2024 (the “Base Indenture”) and a Supplemental Indenture dated as of September 26, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, U.S. Bank Trust Company, National Association, as trustee, and JPMorgan Chase Bank, N.A., as collateral agent.

In connection with this opinion, I have reviewed and examined, among other documents, the following:

| (a) | the Registration Statement,

| (b) | the Base Prospectus and the Prospectus Supplement,

| (c) | the Underwriting Agreement,

| (d) | the Base Indenture and the Supplemental Indenture,

| (e) | the Notes in global form as executed by the Company and authenticated by the Trustee, and

| (f) | the form of Officers’ Certificates to be delivered pursuant to Section 13.03 of the Base Indenture.

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 2 |  |

In addition, in rendering the opinions contained herein, I have relied upon my examination or the examination by members of the Company’s legal staff (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of Subsidiary Guarantors named on Schedule I hereto (the “Schedule I Guarantors”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Guarantors and, to the extent obtained, from various state authorities, status reports provided by third party service providers, and such other documents and records relating to the Schedule I Guarantors as I have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of the Schedule I Guarantors and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company and the Schedule I Guarantors.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that, (a) each of the Schedule I Guarantors is validly existing and in good standing as a corporation, limited liability company or limited partnership, as applicable, under the law of its jurisdiction of organization and will have full corporate, limited liability company or limited partnership power and authority, as the case may be, to issue the Guarantees and (b) the Guarantees, the Underwriting Agreement, the Base Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by each of the Schedule I Guarantors.

This opinion letter is given as of the date hereof, and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof and to the reference to this firm under the caption “Legal Matters” in the Base Prospectus and the Prospectus Supplement.

Very truly yours,

/s/ Matthew D. Klein

Matthew D. Klein

General Counsel

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 3 |  |

SCHEDULE I

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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 4 |  |

Entity |  | Jurisdiction of incorporation or organization
H. C. Corporation |  | Alabama
H.C. Partnership |  | Alabama
Harbor Point Behavioral Health Center, Inc. |  | Virginia
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 & 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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 5 |  |

Entity |  | Jurisdiction of incorporation or organization
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
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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 6 |  |

Entity |  | Jurisdiction of incorporation or organization
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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 7 |  |

SCHEDULE II

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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 8 |  |

Entity |  | Jurisdiction of incorporation or organization
Merion Building Management, Inc. |  | Delaware
Ocala Behavioral Health, LLC |  | Delaware
Palmetto Behavioral Health Holdings, LLC |  | Delaware
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

Universal Health Services, Inc. and the Subsidiary Guarantors September 26, 2024 Page 9 |  |

Entity |  | Jurisdiction of incorporation or organization
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
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