0
XXXXXXX 0
Xxx 00, 0000
Xxxxxx Health Plans, Inc.,
000 Xxxxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxx 00000.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 644,330 shares (the "Payson Securities") of Common Stock, par value
$.01 per share, of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), issued to Xxxxxx X. Xxxxxx, M.D. on May 13, 1998 pursuant to the
Employment Agreement, dated as of February 23, 1998, as amended (the "Payson
Employment Agreement"), between the Company and Xxxxxx X. Xxxxxx, M.D., and the
registration under the Act of 6,800,000 shares (the "Plan Securities" and,
together with the Payson Securities, the "Securities") of Common Stock par value
$.01 per share, of the Company to be issued by the Company under the Oxford
Health Plans, Inc. 1991 Stock Option Plan (the "1991 Plan"), the Payson
Employment Agreement, the Oxford Health Plans, Inc. Stock Option Agreement,
dated February 23, 1998 (the "Payson Stock Option Agreement"), by and between
Xxxxxx X. Xxxxxx, M.D. and the Company, and the Oxford Health Plans, Inc. Stock
Option Agreement, dated as of March 30, 1998 (the "Rich Plan" and, together with
the 1991 Plan, the Payson Employment Agreement and the Payson Stock Option
Agreement, the "Plans"), by and between the Company and Xxxxxx X. Xxxx, we, as
your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion:
(1) the Payson Securities have been validly issued and are fully paid and
nonassessable, and
(2) when the registration statement relating to the Securities (the
"Registration Statement") has become effective under the Act, the terms of the
sale of the Plan Securities have been duly established in conformity with the
Company's certificate of incorporation so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding on
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, and the
Plan Securities have been duly issued and sold upon valid exercise of the
options granted under the Plans as contemplated by the Registration Statement,
the Plan Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials,
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2
officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ XXXXXXXX & XXXXXXXX
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