<PAGE> 1
Exhibit 8.1
[Gibson, Dunn & Crutcher LLP Letterhead]
August 18, 2000
(213) 229-7763
WellPoint Health Networks Inc.
21555 Oxnard St.
Woodland Hills, CA 91367
Re: Tax Opinion for Registration Statement on Form S-4
(File No. 333-64955)
Ladies and Gentlemen:
We are acting as counsel to WellPoint Health Networks Inc., a Delaware
corporation ("WellPoint"), in connection with the Agreement and Plan of Merger
(the "Merger Agreement") dated as of July 9, 1998, as amended on July 9, 1999,
and on December 31, 1999, by and among WellPoint, Water Polo Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of WellPoint ("WPAC"), and
Cerulean Companies, Inc., a Georgia corporation ("Cerulean"). Pursuant to the
Merger Agreement, Cerulean will merge (the "Merger") with and into WPAC. At your
request, we have examined the form of Registration Statement on Form S-4 (File
No. 333-64955) filed with the U.S. Securities and Exchange Commission (the
"Registration Statement"), in connection with the registration of shares of
WellPoint's common stock to be issued to the stockholders of Cerulean upon
consummation of the Merger.
You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon and assumed as accurate (without any independent
investigation) the facts, statements, descriptions and representations set
forth in the Registration Statement and such other documents pertaining to the
Merger as we have deemed necessary or appropriate. In connection with rendering
this opinion, we have also assumed (without any independent investigation):
1. The truth and accuracy of the statements, covenants,
representations and warranties contained in the Merger Agreement, in the
representations received from WellPoint, WPAC and Cerulean (the "Tax
Representation Letters") and in all other
<PAGE> 2
WellPoint Health Networks Inc.
August 18, 2000
Page 2
instruments and documents related to the formation, organization and operation
of WellPoint, WPAC and Cerulean that we have reviewed in connection with the
Merger;
2. The authenticity of original documents submitted to us, the
conformity to the originals of documents submitted to us as copies, and the due
and valid execution and delivery of all such documents where due execution and
delivery are a prerequisite to the effectiveness thereof;
3. The performance of all covenants contained in the Merger
Agreement and the Tax Representation Letters without waiver or breach of any
material provision thereof;
4. The accuracy of any representation or statement made "to the
best of knowledge" or similarly qualified without such qualification; and
5. The reporting of the Merger as a reorganization, within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), by WellPoint, WPAC and Cerulean in their respective federal income tax
returns.
On the basis of the information, representations and covenants
contained in the foregoing materials and assuming the Merger is consummated in
the manner described in the Merger Agreement and the Proxy Statement/Prospectus
included in the Registration Statement, we are of the opinion that:
A. The Merger will constitute a "reorganization" within the meaning
of Section 368(a) of the Code; and
B. The discussion in the Proxy Statement/Prospectus under the
caption "Certain Material Federal Income Tax Consequences of the Merger," to
the extent it constitutes summaries of legal matters or legal conclusions and
subject to the limitations and qualifications set forth therein, sets forth
certain material federal income tax consequences of the Merger material to
Cerulean shareholders generally.
This opinion expresses our views only as to federal income tax laws in
effect as of the date hereof, including the Code, applicable Treasury
Regulations, published rulings and administrative practices of the Internal
Revenue Service (the "Service") and court decisions. This opinion represents
our best legal judgment as to the matters addressed herein, but is not binding
on the Service or the courts. Furthermore, the legal authorities upon which we
rely are subject to change either prospectively or retroactively. Any change in
such authorities might adversely affect the conclusion stated herein. We
undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws. This opinion does
not address any other federal, state, local or foreign tax consequences.
No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement (including any transaction undertaken in
connection with the Merger) or to any transaction whatsoever, including the
Merger, if any of the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement or if there
is a waiver or breach of any material provision thereof, or if any of the
<PAGE> 3
WellPoint Health Networks Inc.
August 18, 2000
Page 3
representations, warranties, statements and assumptions upon which we relied
are not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name under the
caption "Certain Material Federal Income Tax Consequences of the Merger" in the
Proxy Statement/Prospectus included in the Registration Statement.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
-------------------------------
GIBSON, DUNN & CRUTCHER LLP
