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Exhibit 5.1
[ARTER & HADDEN LLP LETTERHEAD]
Advance Paradigm, Inc. October 26, 2000
Suite 1600
5215 N. O'Connor
Irving, Texas 75039
Re: Advance Paradigm, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Advance Paradigm, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about October 26, 2000, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
3,499,997 shares (the "Shares") of the common stock, par value $.01 (the "Common
Stock") of the Company.
You have requested the opinion of this firm with respect to certain
legal aspects of the Registration Statement. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction
of (1) the Certificate of Incorporation and the By-laws of the Company; (2)
minutes and records of the corporate proceedings of the Company with respect to
the approval of that certain Agreement and Plan of Merger and Reorganization
dated as of July 5, 2000 by and among the Company, Advance Paradigm FFI, Inc., a
Florida corporation, Advance Paradigm PCI, Inc., an Ohio corporation, Advance
Paradigm IPS, Inc., an Ohio corporation, Advance Paradigm HMN, Inc., an Ohio
corporation, Advance Paradigm MRP, Inc., a Nevada corporation, First Florida
International Holdings, Inc., a Florida corporation, Phoenix Communications
International, Inc., an Ohio corporation, Innovative Pharmaceutical Strategies,
Inc., an Ohio corporation, HMN Health Services, Inc., an Ohio corporation,
Mature Rx Plus of Nevada, Inc., a Nevada corporation, and the Shareholders named
on the signature page thereof (the "Agreement") and related matters; (3) the
Registration Statement and exhibits thereto,
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Exhibit 5.1
October 26, 2000
Page 2
(4) copies of Certificates of Merger filed with the Secretaries of State of
Ohio, Florida and Nevada; and (5) such other documents and instruments as we
have deemed necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, and as to the content and form of the Certificate of
Incorporation, the By-laws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and subject to the comments and
exceptions noted below, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.
We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guarantee of result. This opinion
is rendered as of the date hereof, and we undertake no, and hereby disclaim any,
obligation to advise you of any changes in or new developments that might affect
any matters or opinions set forth herein.
This opinion is limited in all respect to the Delaware General
Corporation Law as in effect on the date hereof. We do not purport to be
admitted to practice in the State of Delaware, but we have examined the Delaware
General Corporation Law and case law thereunder to the extent that we considered
necessary to render this opinion.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
/s/ ARTER & HADDEN LLP
