EX-5.1 5 d895626dex51.htm EX-5.1

Exhibit 5.1

September 26, 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 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, the Guarantors, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”).

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

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| (a) | the Restated Certificate of Incorporation and bylaws of the Company,

| (b) | the organizational documents of the DE Guarantors,

| (c) | the Registration Statement,

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

| (e) | the Underwriting Agreement,

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

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

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

The documents referred to in items (a) through (h) above, inclusive, are referred to herein collectively as the “Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, the statements, representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their respective covenants and agreements contained therein.

All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) all of the parties to the Documents (other than the Company and the DE Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the Company and the DE Guarantors) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the DE Guarantors), (iv) each of the Documents constitutes a valid and binding obligation of all of the parties thereto (other than as expressly addressed below as to the Company and the Guarantors), enforceable against such parties in accordance with their respective terms; (v) all of the parties to the Documents will comply with all of their obligations under the Documents and all laws applicable thereto; (vi) the Notes have been duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture; and (vii) the opinion letter dated the date hereof of Matthew D. Klein, Senior Vice President and General Counsel to the Company, regarding this issuance of the Notes and the Guarantees is accurate.

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

1. | The Notes are legally issued and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. | The Guarantees constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

The foregoing opinions regarding the enforceability of the Notes and the Guarantees (collectively, the “Opinion Documents”) are subject to the following:

(i) | The enforceability of the Opinion Documents may be limited or affected by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement, probate, conservatorship, fraudulent transfer, fraudulent conveyance and other similar laws (including court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors generally, (b) the refusal of a particular court to grant (i) equitable remedies, including, without limiting the generality of the foregoing, specific performance and injunctive relief, or (ii) a particular remedy sought under any Opinion Document as opposed to another remedy provided for therein or another remedy available at law, admiralty or in equity, (c) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity, admiralty or at law), and (d) judicial discretion.

(ii) | In rendering the foregoing opinions, we express no opinion as to (a) the availability of certain equitable remedies, including specific performance; (b) provisions in the Opinion Documents that purport to (i) restrict access to legal or equitable remedies, (ii) establish property classifications, presumptions or evidentiary standards, or (iii) waive or affect rights or defenses of any party that may not be waived or affected under applicable law, (c) provisions in the Opinion Documents relating to severability clauses, (d) provisions in the Opinion Documents relating to indemnities and rights of contribution to the extent prohibited by public policy or which might require indemnification or contribution for losses or expenses caused by negligence, gross negligence, willful misconduct, fraud or illegality of a party otherwise entitled to indemnification or contribution, and (e) the effect of any provision of the Opinion Documents which is intended to permit modification thereof only by means of an agreement signed in writing by the parties thereto.

(iii) | We note that the enforceability of specific provisions of the Opinion Documents may be subject to standards of reasonableness, care and diligence and “good faith” limitations and obligations such as those provided in Sections 1-302(b), 1-303, 1-304 and 1-309 of the New York Uniform Commercial Code and applicable principles of common law and judicial decisions.

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(iv) | We have assumed that the Trustee and the Collateral Agent will enforce and perform each Opinion Document in compliance with the provisions thereof and all requirements of applicable law.

(v) | In connection with any provisions of the Opinion Documents whereby the Company or any Guarantor submits to the jurisdiction of the United States District Court for the Southern District of New York, we note the limitations of 28 U.S.C. §§ 1331 and 1332 on Federal court jurisdiction, and we also note that such submissions cannot supersede such court’s discretion in determining whether to transfer an action from one Federal court to another under 28 U.S.C. § 1404(a).

(vi) | With respect to the valid existence and good standing of the Company and the DE Guarantors, we have relied solely upon certificates of public officials in the State of Delaware, without further investigation.

The opinions expressed herein are limited to the laws of the State of New York and to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the state of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the date hereof, and we undertake no responsibility to update or supplement this letter after such time.

We 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. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

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
Pasteur Healthcare Properties, LLC |  | Delaware

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Entity |  | Jurisdiction of incorporation or organization
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
UHS Of Lakeside, LLC |  | Delaware
UHS Of Laurel Heights, L.P. |  | Delaware

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Entity |  | Jurisdiction of incorporation or organization
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 GUARANTOR

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
Havenwyck Hospital Inc. |  | Michigan

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Entity |  | Jurisdiction of incorporation or organization
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
Rolling Hills Hospital, LLC |  | Tennessee
Samson Properties, LLC |  | Florida

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Entity |  | Jurisdiction of incorporation or organization
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