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EXHIBIT 5.1
August 31, 2000
WellPoint Health Networks Inc.
21555 Oxnard St.
Woodland Hills, CA 91367
Re: Opinion for Registration Statement on Form S-4 (No. 333-64955)
Ladies and Gentlemen:
We refer to the registration statement on Form S-4 referenced above,
including amendments and exhibits thereto (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Securities Act"), by
WellPoint Health Networks Inc., a Delaware corporation (the "Company"), with
respect to the issuance by the Company of up to a number of shares with a value
equal to $500,000,000 (the "Shares") of its Common Stock, $.01 par value
("Common Stock"), upon consummation of the proposed merger of Water Polo
Acquisition Corp., a wholly-owned subsidiary of the Company, with Cerulean
Companies, Inc. (the "Merger").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents, and have made such other factual and legal investigations,
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination described above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares in connection with the Merger has
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WellPoint Health Networks Inc.
August 31, 2000
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been duly authorized, and (ii) when issued as described in the Registration
Statement, the Shares will be legally and validly issued, fully paid and
non-assessable shares of Common Stock.
This opinion is limited to the laws of the State of Delaware and United
States federal law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Proxy Statement/Prospectus which forms a part of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
