EXHIBIT 5.1
March 16, 1999
Board of Directors
United Payors & United Providers, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Inc.
Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Option Agreement for Consultants to United Payors & United Providers,
Inc. and its predecessor (the "Plan")
Ladies and Gentlemen:
We have been requested by United Payors & United Providers, Inc. (the
"Company") to issue a legal opinion in connection with the registration of
273,000 shares of the Company's Common Stock, $.01 par value (the "Shares") to
be issued under the Plan under the Securities Act of 1933 on Form S-8.
We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we
have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and, upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Shares:
Board of Directors
March 16, 1999
Page 2
(a) The provision of Subsection C.7 of Article EIGHTH authorizing the Board
to determine the Fair Market Value of property offered or paid for the Company's
stock by an Interested Stockholder, to the extent, if any, that a court applying
Delaware law were to impose equitable limitations upon such authority; and
(b) Article NINTH of the Certificate of Incorporation, which authorizes the
Board to consider the effect of any offer to acquire the Company on
constituencies other than stockholders in evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Xxxxxxx, Xxxxxx & Xxxxxxxx LLP
XXXXXXX, XXXXXX & XXXXXXXX LLP
