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EXHIBIT 8.2
August 4, 2000
Cerulean Companies, Inc.
3350 Peachtree Road, N.E.
Atlanta, Georgia 30326
Gentlemen:
We have acted as counsel to Cerulean Companies, Inc. ("Cerulean") in
connection with the merger of Cerulean with and into Water Polo Acquisition
Corp. ("WPAC"), a wholly-owned subsidiary of WellPoint Health Networks, Inc.
("WellPoint") pursuant to the Agreement and Plan of Merger by and among such
parties dated as of July 9, 1998, as amended on July 9, 1999 and on December 31,
1999 (the "Agreement"). Unless otherwise indicated, capitalized terms used
herein have the meaning ascribed to them in the Agreement.
In issuing our opinion, we have reviewed the Proxy Statement (the
"Proxy Statement") forming a part of a post-effective amendment to a Form S-4
Registration Statement (File No. 333-64955), the representations made to us by
WellPoint and Cerulean in tax certificates (the "Tax Certificates"), copies of
which are attached hereto, and such other documents as we have deemed
appropriate. Our opinion is based upon our understanding that the facts and
representations set forth in the Proxy Statement and the Tax Certificates are
true and correct as of the present time and will be true and correct as of the
time of the Merger.
On the basis of the facts and representations referenced in the second
paragraph above, it is our opinion that
(i) the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"); and
(ii) the statements as to matters of law and legal conclusions set
forth under the caption "Certain Material Federal Income Tax
Consequences of the Merger" in the Proxy Statement are
correct in all material respects.
This opinion is rendered solely with respect to the income tax
consequences of the Merger specifically set forth above. We express no opinion
as to the treatment of the Merger under the income or other tax laws of any
foreign, state or local jurisdiction. Our opinion is based upon the present
provisions of the Code, the regulations issued thereunder, current case law and
published rulings of the Internal Revenue Service. The foregoing are subject to
change and such changes may be given retroactive effect. In the event of such
changes, our opinion may be affected.
Very truly yours,
/s/ Long Aldridge & Norman LLP
LONG ALDRIDGE & NORMAN LLP
