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EXHIBIT 5.1
June 20, 2000
QuadraMed Corporation
22 Pelican Way
San Rafael, California 94901
Re: Registration Statement for Offering of
an Aggregate of 2,145,225 Shares of Common Stock
Ladies and Gentlemen:
This opinion is delivered to QuadraMed Corporation, a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of (i) 2,000,000 shares of the Company's
common stock (the "Common Stock') for issuance under the QuadraMed Corporation
1999 Supplemental Stock Option Plan (the "1999 Plan"), (ii) 46,223 shares of the
Common Stock for issuance under the LinkSoft Technologies, Inc. Stock Option
Plan (the "LinkSoft Plan), (iii) 29,527 shares of the Common Stock issued to
David A. Epstein (the "Epstein Common Stock") upon his exercise of an option
under the Stock Option Agreement with David A. Epstein (the "Epstein Option
Agreement"), and (iv) 69,475 shares of the Common Stock for issuance under the
Epstein Option Agreement.
This opinion is being furnished in accordance with the requirements
of Item 8(c) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the adoption of the 1999
Plan and assumption of the LinkSoft Plan and the Epstein Option Agreement. Based
on such review, we are of the opinion that, (i) the Epstein Common Stock is duly
authorized, legally issued, fully paid and nonassessable and (ii) if, as and
when the shares of the Common Stock are issued and sold (and the consideration
therefor received) pursuant to the provisions of option agreements duly
authorized under the 1999 Plan and the LinkSoft Plan and the Epstein Option
Agreement and in accordance with the Registration
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Statement, such shares will be duly authorized, legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.2 to the
Registration Statement.
This opinion letter is rendered as of the date first written above, and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
1999 Plan, the LinkSoft Plan, the Epstein Option Agreement or the shares of the
Common Stock issuable thereunder.
Very truly yours,
Zevnik Horton Guibord McGovern
Palmer & Fognani
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