0
Xxxxx 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 800,000 shares (the "Securities") of Common Stock, par
value $.01 per share, of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), to be issued by the Company under the Xxxxxxx X. Xxxxxxxxx Stock
Option Agreement, dated as of December 30, 1999 (the "Xxxxxxxxx Stock Option
Agreement"), by and between the Company and Xxxxxxx X. Xxxxxxxxx, 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 when the
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registration statement relating to the Securities (the "Registration Statement")
has become effective under the Act, the terms of the sale of the 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 Securities have
been duly issued and sold upon valid exercise of the options granted under the
Xxxxxxxxx Stock Option Agreement as contemplated by the Registration Statement,
the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws 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, 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
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of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Xxxxxxxx & Xxxxxxxx
